CFO — Karen Alexander: The CFO departed via a mutual agreement with a structured transition period and no stated disagreement, indicating an orderly but significant executive change.

Results of Operations and Financial Conditions. On August 10, 2026, Bakkt, Inc. (the “Company”) issued a press release regarding the Company’s results for the quarter ended June 30, 2026. A copy of the press release is attached hereto as Exhibit 99.1 and incorporated herein by reference. The information in this Item 2.02, including Exhibit 99.1 attached hereto, is being furnished and shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the…

Results of Operations and Financial Conditions. On May 11, 2026, Bakkt Holdings, Inc. (the “Company”) issued a press release regarding the Company’s results for the quarter ended March 31, 2026. A copy of the press release is attached hereto as Exhibit 99.1 and incorporated herein by reference. The information in this Item 2.02, including Exhibit 99.1 attached hereto, is being furnished and shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amend…

Regulation FD Disclosure On April 30, 2026, the Company issued a press release announcing the Closing of the acquisition of DTR. A copy of the press release is furnished as Exhibit 99.1 to this Current Report on Form 8-K, which is incorporated herein by reference. The information contained in this paragraph, as well as Exhibit 99.1 referenced herein, shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), nor shall they b…

The securities of the Company issued, as described herein, were issued without registration pursuant to the exemption provided by Section 4(a)(2) under the Securities Act of 1933, as amended.

Immediately after the Closing, Mr. Naheta, our CEO, President and a member of the Board beneficially owns 11,127,563 shares of Class A Common Stock of the Company, approximately 22.3% of the Company’s securities.

of the Current Report on Form 8-K filed by the Company with the SEC on January 12, 2026 (the “Prior Report”) under the heading Purchase Agreement, the description of which is incorporated herein by reference and qualified in its entirety by reference to the full text of the Purchase Agreement, which was filed as Exhibit 10.1 to the Prior Report and is also incorporated herein by reference.

Completion of Acquisition or Disposition of Assets On April 30, 2026, Bakkt, Inc. (the “Company”), through an indirect wholly-owned subsidiary, Bividen Limited, a limited liability company incorporated in Cyprus (“Bividen”), completed its acquisition of Distributed Technologies Research Global Ltd., a private limited company incorporated in Cyprus (“DTR”). As previously disclosed, the Company and Bakkt Opco Holdings, LLC (“Opco”), a Delaware limited liability company and wholly owned subsidia…

Other Events On March 24, 2026, Bakkt, Inc. (“Bakkt” or the “Company”) convened and then determined to adjourn, without conducting any business, the special meeting of stockholders (the “Special Meeting”) until Friday, April 17, 2026 at 1:00 p.m. Eastern Time in order to provide Bakkt stockholders with additional time to cast their votes. The purpose of the Special Meeting is for Bakkt’s stockholders to, among other things, approve the issuance of shares of the Company’s Class A Common Stock,…

The filing contains forward-looking statements and cautionary language, not a specific management change.

Results of Operations and Financial Conditions. On March 16, 2026 Bakkt, Inc. (the “Company”) issued a Shareholder Letter (the “Letter”) announcing its financial results for the the full year ended December 31, 2025. The Company also posted supplemental presentation materials on its investor relations website (investors.bakkt.com). A copy of this Letter is furnished as Exhibit 99.1 to this current report on Form 8-K and is incorporated herein by reference. The information furnished pursuant to

Entry into a Material Definitive Agreement. On February 27, 2026, Bakkt, Inc. (the “Company”) entered into a securities purchase agreement (the “Purchase Agreement”) with a single investor (the “Investor”), pursuant to which the Company agreed to sell and issue to the Investor an aggregate of 3,024,799 shares (the “Shares”) of the Company’s Class A common stock, par value $0.0001 per share (the “Common Stock”) and pre-funded warrants (the “Pre-Funded Warrants”) to purchase an aggregate of 2,4…

Results of Operations and Financial Condition. Preliminary Financial Results for Quarter Ended December 31, 2025 • Bakkt Holdings, Inc.’s (“Bakkt”) gross digital asset revenues for the fourth quarter of 2025 are estimated to be in a range of $298 million to $300 million. • Bakkt’s total digital asset costs and execution, clearing and brokerage fees for the fourth quarter of 2025 are estimated to be in a range of $297 million to $299 million. • Bakkt’s available cash, cash equivalents and rest…

Entry into a Material Definitive Agreement. On January 16, 2026, Bakkt Holdings, Inc. (the “Company”) entered into a Sales Agreement (the “Sales Agreement”) with each of The Benchmark Company, LLC, Virtu Americas LLC, Clear Street LLC, Cohen & Company Capital Markets, a division of Cohen & Company Securities, LLC, Macquarie Capital (USA) Inc., Rosenblatt Securities Inc. and Roth Capital Partners, LLC (each, a “Sales Agent” and together, the “Sales Agents”), pursuant to which the Company may s…

Other Events. Loyalty Business Sale Litigation As previously reported, on July 23, 2025, Bakkt Opco Holdings, LLC (“Opco”), a wholly owned subsidiary of Bakkt, entered into the Equity Purchase Agreement dated as of July 23, 2025, as amended on September 30, 2025 (as amended, the “Purchase Agreement”), with Project Labrador Holdco, LLC, a wholly owned subsidiary of Roman DBDR Technology Advisors, Inc. (the “Purchaser”), and Bridge2 Solutions, LLC, Aspire Loyalty Travel Solutions, LLC, Bridge2…

The securities of the Company to be issued, if any, as described herein will be issued without registration pursuant to the exemption provided by Section 4(a)(2) under the Securities Act of 1933, as amended (the “Securities Act”).

Termination of a Material Definitive Agreement In connection with the Purchase Agreement, the parties to the Purchase Agreement agreed that, effective as of, and conditioned upon, the Closing, the Cooperation Agreement, dated as of March 19, 2025, as amended by that certain Amendment to the Cooperation Agreement, dated as of June 3, 2025 (as amended, the “Cooperation Agreement”), by and between the Company and the Seller shall automatically terminate in its entirety without any further action…

Regulation FD Disclosure On January 12, 2026, the Company issued a press release announcing the Transactions and Name Change. A copy of the press release is furnished as Exhibit 99.1 to this Current Report on Form 8-K, which is incorporated herein by reference. The information contained in this paragraph, as well as Exhibit 99.1 referenced herein, shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), nor shall they be d…

The filing is primarily about compensatory arrangements and does not indicate a genuine management change.

Entry into a Material Definitive Agreement Purchase Agreement On January 11, 2026, Bakkt Opco Holdings, LLC (“Opco”), a Delaware limited liability company and wholly owned subsidiary of Bakkt Holdings, Inc. (the “Company”), entered into a Share Purchase Agreement (the “Purchase Agreement”) by and among Opco, the Company, Distributed Technologies Research Global Ltd., a private limited company incorporated in Cyprus (“DTR”), and Akshay Naheta (Mr. Naheta or the “Seller”). Mr. Naheta is Chief E…

Director — Michelle Goldberg, Jill Simeone: Two directors resigned from the Board of Directors without any disagreement with the Company.

and shall not be deemed to be “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference into any of the Company’s filings under the Securities Act of 1933, as amended, or the Exchange Act, whether made before or after the date hereof, regardless of any general incorporation language in such filing, except as shall be expressly set forth by…

Results of Operations and Financial Conditions. On November 10, 2025, Bakkt Holdings, Inc. (the “Company”) issued a press release regarding the Company’s results for the quarter ended September 30, 2025. A copy of the press release is attached hereto as Exhibit 99.1 and incorporated herein by reference. The information in this Item 2.02, including Exhibit 99.1 attached hereto, is being furnished and shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934,…

The filing is an update to the list of executive officers, not a management change.

The shareholders approved the grant of options to select members of management.