BKKT on NYSE

Bakkt

Publicly traded digital asset manager

Bakkt Holdings, Inc., provides a software as a service (SaaS) and API platform for owning and trading cryptocurrency and facilitates fiat-to-stablecoin conversion. The company is organized in Delaware, with principal executive offices in New York City. Bakkt was founded by Intercontinental Exchange (ICE), which also owns the New York Stock Exchange and owned around 20% of the company as of June 2026.3 Its shares trade on NYSE under the symbol BKKT.1 Wikipedia text CC BY-SA 4.0

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Last updated Oct 21, 2026.

Overview

2018Founded1

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  • TickerBKKT on NYSE1
  • Industryfinancial services, fintech1
  • HeadquartersAtlanta1
  • Websitewww.bakkt.com
  • Business address3280 Peachtree Rd Ne, 7Th Floor, Atlanta, Ga 303054
  • Filer categoryAccelerated filer, Smaller reporting company4
  • Legal formCorporation

Bakkt Holdings, Inc., provides a software as a service (SaaS) and API platform for owning and trading cryptocurrency and facilitates fiat-to-stablecoin conversion. The company is organized in Delaware, with principal executive offices in New York City.3

Financials

From the company’s reports to the SEC. Every number links to the filing it came from.

Key numbers, fiscal 2025

-6.3%Operating margin7
-4.6%Net margin7
-32.1%Revenue growth, 20257
-95.1%Return on equity7

What sells

Revenue by product, business segment and region, as the company reports it to the SEC.

Products and services

Transaction Revenue, Net brought in 100% of the revenue Bakkt broke down this way in fiscal 2025.

  1. Transaction Revenue, Net$2.3B7100%down 32% from 2024
  2. Subscription And Service Revenue$50.0K70%down 38% from 2024
Products and services by year
Products and services202320242025
Transaction Revenue, Net$726.8M$3.4B$2.3B
Subscription And Service Revenue$192.0K$80.0K$50.0K

Where the money goes

Where each dollar of revenue went, fiscal 2025

  • Other costs100¢$2.3B
  • Income tax0¢$49.0K

Out of $2.3B in revenue.7 The company lost money this year.

Financial statements

Revenue897$2.3B in 2025+8095% since 2020
0$1.0B$2.0B$3.0B$4.0B2020: $28.5M$28.5M20202022: $56.2M$56.2M2022+97%2023: $727.0M$727.0M2023+1193%2024: $3.4B$3.4B2024+373%2025: $2.3B$2.3B2025−32%
Operating income897-$147.8M in 2025+87% since 2020
-$3.0B-$2.0B-$1.0B02020: -$79.1M-$79.1M20202022: -$2.0B-$2.0B2022+2452%2023: -$156.2M-$156.2M2023−92%2024: -$82.6M-$82.6M2024−47%2025: -$147.8M-$147.8M2025+79%
Net income897-$107.2M in 2025+35% since 2020
-$600.0M-$400.0M-$200.0M02020: -$79.6M-$79.6M20202022: -$578.1M-$578.1M2022+626%2023: -$74.9M-$74.9M2023−87%2024: -$46.7M-$46.7M2024−38%2025: -$107.2M-$107.2M2025+130%

Every line of the income statement as filed: the last 3 fiscal years, latest first.7

Period ending2025-12-312024-12-312023-12-31
Total revenues$2.3B$3.4B$727.0M
Crypto costs (See Note 2)$2.3B$3.4B$718.5M
Execution, clearing and brokerage fees$18.4M$24.0M$3.8M
Compensation and benefits$77.3M$36.1M$45.5M
Professional services$25.3M$16.4M$10.2M
Technology and communication$7.3M$9.5M$12.5M
Selling, general and administrative$12.7M$24.4M$30.9M
Acquisition-related expenses$53.0K$128.0K$4.3M
TRA settlement expense$26.9M$0$0
Depreciation and amortization$607.0K$343.0K$12.3M
Related party expenses$0$600.0K$3.9M
Goodwill and intangible assets impairments$0$0$12.7M
Impairment of long-lived assets$733.0K$744.0K$24.1M
Restructuring expenses$5.3M$8.2M$4.2M
Other operating expenses$84.0K$30.0K$369.0K
Total operating expenses$2.5B$3.5B$883.2M
Operating loss from continuing operations-$147.8M-$82.6M-$156.2M
Interest income, net$791.0K$4.3M$4.3M
Gain (loss) from change in fair value of warrant liability$30.2M-$17.2M-$1.6M
Other income, net$19.5M$1.2M$179.0K
Loss from continuing operations before income taxes and equity in earnings of affiliates-$97.4M-$94.3M-$153.3M
Income tax (benefit) expense-$49.0K$110.0K$355.0K
Net loss from continuing operations before equity in net earnings of affiliates-$97.3M-$94.4M-$153.7M
Loss from equity method investment-$323.0K$0$0
Net loss from continuing operations-$97.7M-$94.4M-$153.7M
Net loss from discontinued operations, net of tax-$34.6M-$9.0M-$72.2M
Net loss-$132.2M-$103.4M-$225.8M
Less: Net loss attributable to noncontrolling interest-$25.0M-$56.8M-$151.0M
Net loss attributable to Bakkt, Inc.-$107.2M-$46.7M-$74.9M
Basic net loss per share attributable to Class A common stockholders, Continuing operations (in dollars per share)-$7-$7-$14
Basic net loss per share attributable to Class A common stockholders, Discontinued operations (in dollars per share)-$2-$1-$7
Total basic net loss per share attributable to Class A common stockholders (in dollars per share)-$8.87-$7.97-$21.01
Diluted net loss per share attributable to Class A common stockholders, Continuing operations (in dollars per share)-$7-$7-$14
Diluted net loss per share attributable to Class A common stockholders, Discontinued operations (in dollars per share)-$2-$1-$7
Total diluted net loss per share attributable to Class A common stockholders (in dollars per share)-$8.87-$7.97-$21.01

Compare Bakkt with another company

Corporate structure

Bakkt is part of a group headed by Intercontinental Exchange. 79 entities, 8 countries on record. Switch between the flow chart and the network, and select any entity to see its details.

Major holders of Bakkt

  • Intercontinental Exchange Atlanta, Georgia, United States
    • Bakkt Atlanta
      • Bakkt Crypto Australia Pty Ltd Subsidiary · Australia
      • Bakkt Financial Solutions I, LLC Subsidiary · Virginia, United States
      • Bakkt Financial Solutions II, LLC Subsidiary · Virginia, United States
      • Bakkt Intermediate Holdings, Inc. Subsidiary · New York, United States
      • Bakkt Opco Holdings, LLC Subsidiary · Delaware, United States
      • BakktX ECN, LLC Subsidiary · Georgia, United States
    • ICE Clear Credit LLC Wilmington, Delaware, United States
    • NYSE Euronext Liffe Subsidiary · 100% · Atlanta, Georgia, United States
    • Interactive Data Corporation Subsidiary · Bedford
    • London International Financial Futures and Options Exchange Subsidiary · London
    • SuperDerivatives Subsidiary
    • Aether IOS Limited Subsidiary · United Kingdom
    • ARCHIPELAGO TRADING SERVICES, INC. Subsidiary · New York, New York, United States
    • Bakkt Clearing, LLC Subsidiary · Chicago, Illinois, United States
      • KCS Partners LLC Subsidiary · Chicago, Illinois, United States
    • CALROCK BROKERS INC. Subsidiary · Toronto, Ontario, Canada
    • CREDITEX LLC Subsidiary · Wilmington, Delaware, United States
    • ICE BENCHMARK ADMINISTRATION LIMITED Subsidiary · London, United Kingdom
    • ICE BONDS SECURITIES CORPORATION Subsidiary · New York, New York, United States
    • ICE CLEAR EUROPE LIMITED Subsidiary · London, United Kingdom
    • ICE CLEAR NETHERLANDS B.V. Subsidiary · Amsterdam, Netherlands
    • ICE CLEAR SINGAPORE PTE. LTD. Subsidiary · Singapore, Singapore
    • ICE CLEAR U.S., INC. Subsidiary · New York, New York, United States
    • ICE DATA DERIVATIVES UK LIMITED Subsidiary · London, United Kingdom
    • ICE DATA DERIVATIVES, INC. Subsidiary · Wilmington, Delaware, United States
    • ICE DATA HOLDINGS LIMITED Subsidiary · London, United Kingdom
    • ICE DATA INDICES, LLC Subsidiary · Wilmington, Delaware, United States
    • ICE Data Investment Group, LLC Subsidiary · Delaware, United States
    • ICE Data Management Group, LLC Subsidiary · Delaware, United States
    • ICE DATA PRICING & REFERENCE DATA, LLC Subsidiary · Wilmington, Delaware, United States
    • ICE DATA SERVICES EUROPE LIMITED Subsidiary · London, United Kingdom
    • and 42 more

Built from parent and subsidiary links from GLEIF, the Global Legal Entity Identifier Foundation (CC0); subsidiaries listed in Exhibit 21 of annual reports filed with the SEC; subsidiaries, stakes and holdings from Wikidata (CC0); major holders from Schedules 13D and 13G. Each entity in the chart links to its source.

What it owns

What Bakkt reports owning in its annual reports to the SEC: buildings, land and equipment, real estate and locations, investments, intangible assets and inventory, at the end of its latest fiscal year and a year before.

Property and equipment

ItemLatestA year beforeChange
Property and equipment, before depreciation$2.0M7 Dec 31, 2025$3.1M7 Dec 31, 2024−34.2%
Accumulated depreciation$354.0K7 Dec 31, 2025$996.0K7 Dec 31, 2024−64.5%
Property and equipment, net$1.7M7 Dec 31, 2025$2.1M7 Dec 31, 2024−19.6%
Operating-lease assets (leased space)$07 Dec 31, 2025$7.9M7 Dec 31, 2024−100.0%

Investments

ItemLatestA year beforeChange
Cash and cash equivalents$27.0M7 Dec 31, 2025$39.0M7 Dec 31, 2024−31.0%
Marketable securities, current$235.0K7 Dec 31, 2025$07 Dec 31, 2024
Stakes in other companies (equity method)$11.1M7 Dec 31, 2025$07 Dec 31, 2024

Intangibles and goodwill

ItemLatestA year beforeChange
Goodwill$64.7M7 Dec 31, 2025$68.0M7 Dec 31, 2024−4.9%
Intangible assets, net (excluding goodwill)$5.5M7 Dec 31, 2025$2.9M7 Dec 31, 2024+91.4%
Accumulated amortization$07 Dec 31, 2025$07 Dec 31, 2024
Finite-lived intangibles, net$09 Dec 31, 2024$014 Dec 31, 2023

Properties, in its own words

Facilities

We lease a facility in New York, New York. This facility is our satellite corporate office, and our lease expires May 2026.

Item 2 of the 10-K filed Mar 19, 2026.16

The story

2018–2020: Under ICE ownership

In August 2018, Intercontinental Exchange formed Bakkt in partnership with Boston Consulting Group (BCG), Microsoft, Starbucks, and others to create a software platform to manage digital assets. Its first use cases was for trading and conversion of Bitcoin (BTC) versus fiat currencies. Kelly Loeffler served as Bakkt's CEO until her appointment to the United States Senate.

In January 2019, Bakkt acquired certain assets of Rosenthal Collins Group to advance its consumer payments initiatives.

In April 2019, Bakkt acquired Digital Asset Custody Company (DACC).

In September 2019, after regulatory delays, Intercontinental Exchange began trading of bitcoin futures.

In February 2020, Intercontinental Exchange acquired Bridge2 Solutions, a loyalty rewards provider, which was then contributed to Bakkt.

2021–present: Public company

In October 2021, Bakkt completed a merger with VPC Impact Acquisition Holdings, a special-purpose acquisition company sponsored by Victory Park Capital and was listed on the New York Stock Exchange.

In April 2023, Bakkt acquired Chicago-based integrated crypto trading platform, Apex Crypto.

In March 2025, Akshay Naheta was appointed as the co-chief executive officer and the company also entered into a commercial agreement with Distributed Technologies Research (DTR). Naheta was named the sole CEO effective September 2025.

Read the full text

In July 2025, the company announced it will sell its loyalty points business for $11 million. The company completed the sale in October 2025.

In August 2025, the acquired approximately 30% of the outstanding shares of MarushoHotta, which was renamed Bitcoin Japan.

In November 2025, the company simplified the capital structure and eliminated its umbrella partnership-C corporation "Up-C" structure and transitioned to a single class of stock.

In January 2026, the company changed its corporate name from Bakkt Holdings, Inc. to Bakkt, Inc.

In April 2026, the company acquired Distributed Technologies Research (DTR).

From Wikipedia’s article on Bakkt, shared under CC BY-SA 4.0.5

Leadership

Who has led Bakkt, and when. Pick a name to see everywhere that person has worked.

Board members and other officers (26)

Named in SEC Form D filings

People the company listed in its private-offering notices.

  • DirectorGordon J. Watson named Jul 2, 202552
  • DirectorSean Roberts Collins named Jul 2, 202552

Subsidiaries and ownership

Parent company

Subsidiaries (Exhibit 21)

  • Bakkt Clearing, LLC Illinois6
  • Bakkt Crypto Australia Pty Ltd Australia6
  • Bakkt Financial Solutions I, LLC Virginia6
  • Bakkt Financial Solutions II, LLC Virginia6
  • Bakkt Intermediate Holdings, Inc. New York6
  • Bakkt Opco Holdings, LLC Delaware6
  • Bakkt, LLC Delaware6
  • BakktX ECN, LLC Georgia6

From Wikidata.1 The subsidiaries the company lists in Exhibit 21 of its annual report, as filed.

Former names

  • Bakkt Holdings, Inc.Mar 16, 2021 to Jan 20, 20264
  • VPC Impact Acquisition HoldingsAug 7, 2020 to Oct 15, 20214

Timeline

  1. Aug 17, 20268-K Executive or director change; Regulation FD disclosure53
  2. Aug 10, 20268-K Results of operations54
  3. Aug 7, 20268-K Financial statements and exhibits55
  4. Jul 16, 20268-K Financial statements and exhibits56
  5. Jun 26, 20268-K Shareholder vote57
  6. Jun 4, 20268-K Other events58
  7. May 11, 20268-K Results of operations59
  8. Apr 30, 20268-K Completed an acquisition or sale; Unregistered sale of shares; Change in control60
  9. Apr 20, 20268-K Shareholder vote61
  10. Mar 24, 20268-K Other events62
  11. Mar 17, 20268-K Results of operations; Regulation FD disclosure63
  12. Mar 2, 20268-K Entered a material agreement; Regulation FD disclosure; Other events64
  13. Mar 31, 2025New chief executive Andrew A. Main becomes CEO18
  14. Mar 24, 2025New chief executive Akshay Sudhir Naheta becomes CEO17
  15. Oct 15, 2021New chief executive Gavin Constantine Michael becomes CEO19
  16. 2018Founded Founded1

Calendar

Coming up

  1. Nov 9, 2026Reports results for the quarter ending Sep/202665

When it reported results

  1. Aug 10, 2026Reported quarterly or annual results54
  2. May 11, 2026Reported quarterly or annual results59
  3. Mar 17, 2026Reported quarterly or annual results63
  4. Jan 20, 2026Reported quarterly or annual results66
  5. Nov 12, 2025Reported quarterly or annual results67
  6. Nov 12, 2025Reported quarterly or annual results68
  7. Aug 11, 2025Reported quarterly or annual results69
  8. Jul 28, 2025Reported quarterly or annual results70

Upcoming dates from Nasdaq's calendar; past results from the company's 8-K filings (Item 2.02). The full markets calendar

Filings

669 filings to the SEC since October 2021: 6 annual reports, 19 quarterly reports, 108 major events, 277 insider forms, 55 large holders, 1 private raises, 203 other. The latest 20:

  1. Oct 2, 20264 EDGAR
  2. Oct 2, 20264 EDGAR
  3. Oct 2, 20264 EDGAR
  4. Oct 2, 20264 EDGAR
  5. Sep 25, 20264 EDGAR
  6. Sep 25, 20264 EDGAR
  7. Sep 25, 20264 EDGAR
  8. Aug 27, 20263 EDGAR
  9. Aug 19, 20264 EDGAR
  10. Aug 17, 20268-K EDGAR
  11. Aug 14, 2026SCHEDULE 13G/A EDGAR
  12. Aug 10, 20268-K EDGAR
  13. Aug 10, 202610-Q EDGAR
  14. Aug 7, 20268-K/A EDGAR
  15. Jul 27, 2026SCHEDULE 13G EDGAR
  16. Jul 17, 20264 EDGAR
  17. Jul 17, 20264 EDGAR
  18. Jul 17, 20264 EDGAR
  19. Jul 16, 2026144 EDGAR
  20. Jul 16, 20268-K/A EDGAR

The 669 filings since October 2021 can be filtered by form type and year here when JavaScript is on.

Every filing from the last five years, summarized. The full record is on SEC EDGAR.

Insider trades

78 open-market trades by officers, directors and large owners since October 2021: 9 buys and 69 sales. Grants, option exercises and gifts are left out.

DateWhoTradeSharesPriceValueFiling
Sep 23, 2026Henderson Joseph Sean-WalshChief Accounting OfficerSale282$8.61$2.4KForm 4
Sep 23, 2026D'Annunzio MarcGeneral Counsel & SecretarySale1,272$8.61$11.0KForm 4
Sep 23, 2026Baes NicholasChief Operating OfficerSale1,272$8.61$11.0KForm 4
Aug 18, 2026ALFRED MICHAELDirectorBuy296,567$7.12$2.1MForm 4
Jul 15, 2026D'Annunzio MarcGeneral Counsel & SecretarySale539$8.44$4.5KForm 4
Jul 15, 2026Alexander KarenChief Financial OfficerSale657$8.44$5.5KForm 4
Jul 15, 2026Henderson Joseph Sean-WalshChief Accounting OfficerSale94$8.33$783Form 4
Jun 26, 2026D'Annunzio MarcGeneral Counsel & SecretarySale1,357$7.71$10.5KForm 4
Jun 25, 2026Henderson Joseph Sean-WalshChief Accounting OfficerSale349$7.93$2.8KForm 4
Jun 25, 2026D'Annunzio MarcGeneral Counsel & SecretarySale1,562$7.93$12.4KForm 4
Jun 25, 2026Baes NicholasChief Operating OfficerSale1,562$7.93$12.4KForm 4
Jun 25, 2026Alexander KarenChief Financial OfficerSale1,907$7.93$15.1KForm 4
Jun 10, 2026ALFRED MICHAELDirectorBuy100,000$7.83$783.0KForm 4
Jun 9, 2026ALFRED MICHAELDirectorBuy180,000$7.71$1.4MForm 4
May 18, 2026ALFRED MICHAELDirectorBuy220,000$8.20$1.8MForm 4
May 15, 2026ALFRED MICHAELDirectorBuy365,000$8.34$3.0MForm 4
Apr 28, 2026Baes NicholasChief Operating OfficerSale2,352$9.13$21.5KForm 4
Apr 28, 2026D'Annunzio MarcGeneral Counsel & SecretarySale7,780$8.86$68.9KForm 4
Apr 28, 2026Alexander KarenChief Financial OfficerSale4,684$9.13$42.8KForm 4
Apr 6, 2026Baes NicholasChief Operating OfficerSale711$7.56$5.4KForm 4

All 78 trades can be filtered by person here when JavaScript is on.

From Forms 4 filed with the SEC.

Major holders

Investors who own more than 5% of the shares must tell the SEC: a 13D if they may seek to influence the company, a 13G if they hold passively.

Executive pay

What the company paid its top executives, from the summary compensation table in its proxy statement. Total pay includes salary, bonus, stock and option awards and other pay, as the company valued them.

YearExecutiveAgeSalaryTotal pay
2025Akshay Naheta44$77.8K$35.2M89
2025Andrew Main$1.2M$6.2M89
2025Marc D’Annunzio54$430.0K$3.5M89
2025Karen Alexander54$400.0K$1.3M89
2024Former Co-ChiefExecutive Officer$363.5K$7.3M89
2024Chief Financial Officer$400.0K$979.8K89
2023Chief Financial Officer$400.0K$944.6K89

Money raised

Private offerings the company reported to the SEC on Form D.

  1. Jun 18, 2025Raised $25 million in a private offering of debt Form D: 1 investor so far Form D

Held by these funds

The largest holders among investment managers' 13F reports for the quarter ending Jun 30, 2026, the top 25 of 98. Change is in shares since the quarter before.

FundSharesValueShare of the fundChange
BlackRock, Inc.3,086,320$24.1M0.0%+1,932,455
Geode Capital Management, LLC1,023,204$15.8M0.0%+453,363
Vanguard Capital Management LLC1,239,071$9.7M0.0%+615,736
Tidal Investments LLC945,000$7.4M0.0%−2,547
Alpine Fox Capital LLC905,000$7.1M4.1%+865,000
State Street Corp732,000$5.7M0.0%+448,228
Weiss Asset Management LP678,530$5.3M0.1%No change
Renaissance Technologies LLC309,285$2.4M0.0%−131,815
Horizon Kinetics Asset Management LLC279,964$2.2M0.0%−36,574
UBS Group AG256,262$2.0M0.0%−54,619
Northern Trust Corp232,781$1.8M0.0%+124,038
Vanguard Portfolio Management LLC229,648$1.8M0.0%+135,754
Nuveen, LLC219,897$1.7M0.0%+189,035
Vanguard Fiduciary Trust Co212,097$1.7M0.0%+125,817
MIRAE ASSET GLOBAL ETFS HOLDINGS Ltd.161,642$1.3M0.0%−58,719
Wells Fargo & Company/mn144,519$1.1M0.0%+114,256
Aqr Capital Management LLC142,411$1.1M0.0%−10,019
Marshall Wace, Llp137,583$1.1M0.0%+68,189
Charles Schwab Investment Management Inc107,471$839.3K0.0%+71,945
Susquehanna International Group, Llp93,257$728.3K0.0%New
State Board Of Administration Of Florida Retirement System74,675$583.2K0.0%+62,124
IMC-Chicago, LLC74,417$581.2K0.0%−34,246
Bank of New York Mellon Corp70,407$549.9K0.0%+36,770
Bridgeway Capital Management, LLC66,610$520.2K0.0%+35,000
Goldman Sachs Group Inc58,287$455.2K0.0%+13,795

13F reports cover disclosed long positions in U.S. stocks only.

SEC filer profile

How Bakkt is registered with the Securities and Exchange Commission, from its EDGAR record and the cover page of its latest annual report.

  • Name on EDGARBakkt, Inc.2
  • CIK0001820302
  • Employer ID (EIN)41-232481216
  • Filer statusAccelerated filer not an emerging growth company; a smaller reporting company; not a shell company16
  • Incorporated inDelaware16
  • Fiscal year endsDecember 312
  • Industry code (SIC)6199 Finance Services2
  • SEC reviewing officeOffice of Crypto Assets, Division of Corporation Finance2
  • Business address3280 Peachtree Rd Ne, 7Th Floor, Atlanta, GA 303052
  • Phone332-203-30172
  • Shares outstanding45,069,458 as of Aug 5, 202612
  • Public float$92.8M as of Jun 30, 202516
  • AuditorGRANT THORNTON LLP, Atlanta, Georgia PCAOB ID 248; it also attests to the company’s internal control over financial reporting16
  • On EDGAR sinceAug 7, 20202
  • Filings769 in all: 4 (233), 8-K (112), 3 (41), CORRESP (34), 144 (31), UPLOAD (30), 424B3 (19), DEFA14A (19)2
    All 54 form types

    SC 13G/A (19), 10-Q (18), 425 (18), EFFECT (17), SC 13G (14), 4/A (12), SCHEDULE 13D/A (12), 8-K/A (10), POS AM (10), SCHEDULE 13G/A (9), DEF 14A (8), S-3/A (7), S-8 (7), SCHEDULE 13G (7), 10-K (6), 424B5 (6), S-3 (6), S-8 POS (6), SC 13D/A (6), S-4/A (5), 10-Q/A (4), ARS (4), PRE 14A (4), S-1/A (3), 10-K/A (2), 25-NSE (2), 5 (2), 8-A12B (2), CERT (2), DEFM14A (2), DRS (2), NT 10-K (2), NT 10-Q (2), S-1 (2), 15-12G (1), 18-K/A (1), 25 (1), 3/A (1), 424B4 (1), 8-K12B (1), D (1), DRSLTR (1), PREM14A (1), S-4 (1), SC 13D (1), SCHEDULE 13D (1)

  • Latest filingsAnnual report (10-K) Mar 19, 2026
    Quarterly report (10-Q) Aug 10, 2026
    Proxy statement (DEF 14A) Apr 30, 2026
    Latest 8-K (8-K) Aug 17, 2026

Securities registered for trading

ClassSymbolExchange
Class A Common Stock, par value $0.0001 per shareBKKTNew York Stock Exchange
Warrants to purchase Class A Common StockBKKT WSNew York Stock Exchange

From the cover page of the 10-K filed Mar 19, 2026 (Section 12(b) of the Exchange Act).16

Risk factors and legal proceedings

The risks Bakkt names in Item 1A of its 10-K filed Mar 19, 2026: 72 risks under these headings, as written.16

  • Risks Related to Our Business, Finances and Operations
  • Risks Related to Our Investment Policy
  • Risks Related to Digital Assets
  • Risks Related to Regulation, Taxation and Laws
  • Risks Related to Information Technology and Data
  • Risks Related to Risk Management and Financial Reporting
  • Risks Related to Our Securities
  • We may be unable to realize the anticipated benefits of investments and strategic transactions in connection with our international expansion strategy.
  • Our business model is newly developed and may encounter additional risks and challenges as it grows.
  • We must continually invest in our platform to meet our customers’ evolving needs and to grow our business. Any failure by us to successfully execute on the development of our platform would have an adverse effect on our business, results of operations and financial condition.
  • We have a limited operating history and a history of operating losses, which makes it difficult to forecast our future results of operations. Further, we may not achieve or sustain profitability in the future.
  • Substantially all of our net revenues each quarter come from transactions that occur during that quarter, which has resulted in, and may continue to result in, significant fluctuations in our operating results.
The other 67 risks
  • If we are unable to attract, retain or grow our relationships with our existing clients, our business, financial condition, results of operations and future prospects would be materially and adversely affected. Moreover, sales efforts to large clients involve risks that may not be present or that are present to a lesser extent with respect to sales to smaller organizations.
  • We face substantial and increasingly intense competition worldwide in the industries in which we operate.
  • If our platform does not meet our service level commitments, our revenue and reputation may be negatively impacted.
  • We face operational, legal and other risks related to our reliance on third party vendors, over which we have no control.
  • If we cannot keep pace with rapid technological developments to provide new and innovative products and services, the use of our products and services may not develop, and, consequently, our business would suffer.
  • In connection with the sale of Bakkt Trust and our loyalty and travel redemption business we may become subject to retained liabilities and other risks that could adversely affect our business, financial condition and results of operations.
  • Acquisitions, strategic investments, partnerships, or alliances may be difficult to identify. We may not realize the anticipated benefits of past or future investments, strategic transactions or acquisitions, including our proposed acquisition of DTR, and integration of these acquisitions may pose integration challenges, divert the attention of management, disrupt our business, dilute stockholder value or otherwise adversely affect our business, financial condition and results of operations.
  • We may require additional capital to support the growth of our business, and such capital might not be available on acceptable terms, if at all.
  • In the past, we have identified conditions and events that raised substantial doubt about our ability to continue as a going concern and it is possible that we may identify conditions and events in the future that raise substantial doubt about our ability to continue as a going concern.
  • We hold our cash and cash equivalents that we use to meet our working capital and operating expense needs in deposit accounts that could be adversely affected if the financial institutions holding such funds fail.
  • The loss of the services of our senior management could adversely affect our business.
  • Our business will suffer if we fail to attract and retain highly skilled employees.
  • Our revenue is impacted, to a significant extent, by the general economy.
  • If we experience rapid growth, it may place significant demands on our operational, administrative and financial resources and it may be difficult to sustain such growth.
  • Future material impairments in the value of our long-lived assets, including goodwill, have in the past negatively affected, and could in the future negatively affect, our operating results.
  • Environmental, social and governance factors may impose additional costs and expose us to new risks.
  • A significant decrease in the market value of our digital asset holdings could adversely affect our ability to satisfy financial obligations, including any debt financings.
  • Our financial results and the market price of our securities may be affected by fluctuations in the price of digital assets, including Bitcoin, which are highly volatile assets.
  • Investing in digital assets increases our exposure to risks associated with those assets, including Bitcoin.
  • We may not have direct control over our digital assets held through a third-party custodian.
  • Our ability to time the price of our purchases of Bitcoin and other digital assets pursuant to our Investment Policy will be limited.
  • To the extent we pursue our Investment Policy, our operating results may also be subject to significant fluctuations because we may be required to account for our digital assets at fair value.
  • Volatility and disruptions in the digital asset market may subject us to additional risks.
  • Digital asset trading venues may experience greater fraud, security failures or operational problems than trading venues for more established asset classes, which could result in significant price fluctuations of digital assets, including Bitcoin.
  • There may be a perception among regulators and others that digital assets are used to facilitate illegal activity such as fraud, money laundering, tax evasion and scams. Because we provide the ability to transact in digital assets, any negative perceptions associated with digital assets could harm our reputation.
  • Digital asset custodial solutions and related technology, including our systems and custodial arrangements, are subject to risks related to a loss of funds due to theft of digital assets, employee or vendor sabotage, security and cybersecurity risks, system failures and other operational issues, the loss, destruction or other compromise of our private keys and a lack of sufficient insurance.
  • Digital Assets do not have extensive historical precedent, and distributed ledger technology continues to rapidly evolve. The unique characteristics of digital assets presents risks and challenges to us that could have a material adverse effect on our business.
  • We may encounter technical issues in connection with the integration of supported digital assets and changes and upgrades to their underlying networks, which could adversely affect our business.
  • The blockchains on which ownership of digital assets is recorded are dependent on the efforts of third parties acting in their capacity as the blockchain transaction miners or validators, and if these third parties fail to successfully perform these functions, the operation of the blockchains that record ownership of digital assets could be compromised.
  • Excessive redemptions or withdrawals, or a suspension of redemptions or withdrawals, of digital asset assets could adversely impact our business.
  • A U.S. federal government shutdown or other disruption in U.S. federal government operations could adversely affect us.
  • Regulatory regimes governing blockchain technologies and digital assets are evolving and uncertain, and new legislation, regulations, guidance and enforcement actions have in the past required, and may in the future require, us to alter our business practices.
  • A digital asset’s status as a “security” in any relevant jurisdiction may be subject to a high degree of uncertainty, and if digital assets on our platform are later determined to be securities, we may be subject to regulatory scrutiny, investigations, fines, and other penalties, which may adversely affect our business, operating results, and financial condition.
  • We are subject to significant litigation risk and risk of regulatory liability and penalties. Any current or future litigation or regulatory proceedings against us could be costly and time-consuming to defend.
  • We may have to constrain our business activities to avoid being deemed an investment company under the Investment Company Act.
  • We are subject to anti-money laundering and counter-terrorist financing laws and regulations, globally, including the USA PATRIOT Act (as defined below), and failure to comply with such laws and regulations may subject us to liability. There can be no assurance that our employees or agents will not violate such laws and regulations.
  • Failure to comply with anti-bribery and anti-corruption laws and similar laws could subject us to penalties and other adverse consequences.
  • We are subject to federal and state consumer protection laws and regulations in the jurisdictions in which we operate, which may result in liability or expense, including potential private rights of action, if we do not comply, or it is alleged that we do not to comply, with such laws.
  • Complying with evolving privacy and other data related laws and requirements may be expensive and force us to make changes to our business, and failure to comply with such laws and requirements could result in substantial harm to our business.
  • We may be unable to sufficiently protect our proprietary rights and may encounter disputes from time to time relating to our use of the intellectual property of third parties.
  • Regulatory requirements upon a change of control of our regulated subsidiaries may require an investor to obtain prior approval or submit information to regulators upon acquiring a direct or indirect controlling interest in us.
  • Changes in tax laws or their judicial or administrative interpretations, or becoming subject to additional taxes that cannot be passed through to our loyalty customers, could negatively affect our business, financial condition and results of operations.
  • Because there is limited guidance for tax reporting or accounting of bitcoin and other digital asset transactions, the determination that we have made for how to account for or report the tax treatment of digital asset transactions may be subject to change and challenge by relevant tax authorities in various countries, including the United States. Failure to properly report activity related to digital assets for tax or accounting purposes may have negative regulatory or legal outcomes and harm our reputation.
  • Our ability to use net operating losses to offset future taxable income may be subject to certain limitations under U.S. or state tax law.
  • Unrealized fair value gains on our digital asset holdings may cause us to become subject to the corporate alternative minimum tax under the Inflation Reduction Act of 2022.
  • We may be subject to various governmental export control and trade sanctions laws and regulations that could impair our ability to compete in international markets or subject us to liability if we violate these controls.
  • Actual or perceived cyberattacks, security incidents or breaches could result in serious harm to our reputation, business and financial condition.
  • Systems failures and resulting interruptions in the availability of our websites, applications, products or services could harm our business.
  • If we use open source software inconsistent with our policies and procedures or the license terms applicable to such software, we could be subject to legal expenses, damages, or costly remediation or disruption to our business.
  • If we are unable to maintain effective internal controls over financial reporting, we may be unable to produce timely and accurate financial statements, which could have a material adverse effect on our business.
  • Real or perceived inaccuracies in our key operating metrics may harm our reputation and negatively affect our business.
  • If our estimates or judgments relating to our critical accounting policies prove to be incorrect, our results of operations could be adversely affected.
  • Our management has limited experience in operating a public company.
  • If members or former members of our management engage in business activities of the types conducted by us, we may be materially adversely affected.
  • We are a “smaller reporting company” and any decision to comply with certain reduced reporting and disclosure requirements applicable to smaller reporting companies could make our securities less attractive to investors.
  • Future changes in financial accounting standards may significantly change our reported results of operations.
  • We may issue additional shares of common stock or other equity securities, which would dilute stockholders’ ownership interest in us and may reduce the market price of our securities.
  • Our warrants are exercisable for common stock. Any such exercise increases the number of shares outstanding and eligible for future resale in the public market and results in dilution to our stockholders.
  • We may not receive any additional funds upon the exercise of the Warrants.
  • The valuation of our warrants could increase the volatility in our net income (loss) in our consolidated statements of operations.
  • If securities and industry analysts do not publish research or publish inaccurate or unfavorable research about our business, the prices and trading volumes of our securities could decline.
  • Delaware law and our Certificate of Incorporation and By-Laws contain certain provisions, including anti-takeover provisions that limit the ability of stockholders to take certain actions and could delay or discourage takeover attempts that stockholders may consider favorable.
  • Our Certificate of Incorporation designates a state or federal court located within the State of Delaware as the exclusive forum for substantially all disputes between us and our stockholders, which could limit our stockholders’ ability to choose the judicial forum for disputes with us or our directors, officers, or employees.
  • Our Certificate of Incorporation does not limit the ability of ICE to compete with us.
  • ICE may exert significant influence over us and its interests may conflict with yours or those of other stockholders in the future.
  • The price of our securities may be volatile.
  • Because there are no current plans to pay cash dividends on the common stock for the foreseeable future, you may not receive any return on investment unless you sell your common stock at a price greater than what you paid for it.

Legal proceedings

From time to time we are subject to legal proceedings and claims arising in the ordinary course of business. Based on our current knowledge, we believe that the amount or range of reasonably possible losses will not, either individually or in the aggregate, have a material adverse effect on our business, results of operations, or financial condition.

On December 15, 2025, the Company filed a complaint in Delaware state court against Project Labrador Holdco, LLC (“Roman”) in connection with the closing of Roman’s acquisition of the Company’s Loyalty business. On February 6, 2026, the Company amended its complaint following additional amounts becoming due. The Company is seeking approximately $10 million and attorneys’ fees in connection with breaches of the Loyalty business purchase agreement. On February 27, 2026, Roman filed counterclaims alleging its entitlement to indemnification. We disagree with Roman’s allegations, and intend to continue to vigorously defend ourselves in this matter.

The results of any litigation cannot be predicted with certainty, and an unfavorable resolution in any legal proceedings could materially affect our future business, results of operations, or financial condition. Regardless of the outcome, litigation can have an adverse impact on us because of defense and settlement costs, diversion of management resources, and other factors. For additional information on our ongoing legal proceedings, refer to Note 16, Commitments and Contingencies, in our audited consolidated financial statements included in this Form 10-K.

The opening of Item 3, Legal Proceedings.16

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