Bakkt Holdings Inc SEC Filings

Insider purchases and equity awards at Bakkt Holdings, Inc. (BKKT) — The reporting person, Akshay Naheta (CEO and President and director), purchased a total of 180,000 shares in open-market transactions on 08/21/2025 and 08/22/2025 at weighted-average prices of $8.1815, $7.9973, and $8.5463, bringing his direct beneficial ownership to 191,426 Class A shares (including 11,426 RSUs).

The filing also discloses an inducement grant of 1,607,717 performance stock units (PSUs) exercisable for Class A shares, vesting over a three-year performance period beginning 03/21/2025 and contingent on achieving specified rolling 90-day VWAP stock-price targets, including a 100% increase above a $9.33 reference price for initial vesting.

Bakkt Holdings, Inc. (BKKT) proposes a one-time grant of stock options to select members of management to purchase up to 7,450,000 shares of Class A Common Stock, subject to stockholder approval. The Options are structured as periodic, committed exercises over eight quarters where each grantee must exercise a predetermined number of options each quarter or forfeit remaining Options. The exercise price is set at $10.00 per share, which the document states reflects fair market value on the grant date and is higher than the closing trading price reported for August 22, 2025 ($8.92). The Compensation Committee reviewed the terms with management and an independent valuation consultant and concluded the grant would strengthen alignment between management and stockholders. The filing also describes procedural items for the Special Meeting, quorum and voting effects of non-votes and broker non-votes, Form 8-K reporting of preliminary and final results, and tax withholding responsibilities of grantees.

Bakkt Holdings, Inc. delivered higher revenue but remained loss-making in Q2 2025. Total revenue for the quarter was $577.9 million, up from $509.9 million a year earlier, driven by growth in crypto services revenue to $568.1 million. The company recorded a consolidated net loss of $30.2 million for the quarter, with a net loss attributable to Bakkt Holdings, Inc. of $14.7 million, and operating loss narrowed to $18.5 million from $22.0 million the prior year period.

Balance sheet and liquidity shifted during the period: total assets declined to $190.1 million from $269.4 million, cash and cash equivalents were $43.5 million, and aggregate cash, restricted cash and customer funds ended at $84.4 million versus $153.7 million at the period start. Management completed the sale of Bakkt Trust to ICE and closed a $25.0 million convertible debenture private placement in June 2025 and reported a subsequent $75.0 million equity/pre-funded warrant raise on July 30, 2025. The filing discloses the non-renewal by its largest crypto client, Webull, which materially reduced historical crypto revenue and was a triggering event the company addressed through cost reductions and financing actions. Management states available liquidity and recent financings should fund operations for 12 months from issuance.

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.

Amendment No. 8 to Schedule 13D updates Intercontinental Exchange, Inc. (ICE) and its subsidiary Intercontinental Exchange Holdings, Inc. (ICEH) ownership position in Bakkt Holdings, Inc. (BKKT) after the issuer’s July 2025 equity raise.

Highlights

• ICE/ICEH now beneficially own 7,914,472 shares (1,111,294 Class A; 6,803,178 Class V; 461,360 warrant shares) = 36.0 % of Bakkt’s 21.55 m total common shares and 7.5 % of the Class A float.
• Voting & dispositive power are entirely shared; no sole control.
• Ownership percentage fell due to dilution from the July 2025 offering; ICE executed no share transactions in the past 60 days.
• On 28 Jul 2025 ICEH signed a 90-day Lock-Up Agreement restricting sales, hedges and registration of Bakkt shares, limiting near-term supply.
• Because ICEH’s voting power dropped <50 %, the pre-existing Voting Agreement automatically terminated, curtailing ICE’s contractual governance rights.
• 461,360 warrant shares became exercisable on 4 Sep 2024 but carry no votes until exercised.

ICE remains Bakkt’s largest shareholder, yet its formal influence has narrowed. The lock-up reduces short-term selling risk, while the governance shift may increase board independence.