Notes to Consolidated Financial Statements
(Unaudited)
1.Organization and Description of Business
Bakkt, Inc. (“Bakkt” or the “Company”) provides software and application program interface products, services, and infrastructure to companies focused on digital asset transactions.
Unless the context otherwise provides, “we,” “us,” “our,” “Bakkt,” the “Company” and like terms refer to Bakkt, Inc. and its subsidiaries, including Bakkt Opco Holdings, LLC ("Opco").
Description of Business
Bakkt provides, or is working to provide, simplified solutions focused in the following areas:
Digital Assets
•Trading. Bakkt’s platform provides customers with the ability to buy, sell and store digital assets via application programming interfaces or embedded web experience. The Company enables clients in various industries to provide their customers with the ability to transact in digital assets directly in their trusted environments. Bakkt currently facilitates transactions in the digital assets listed in the table below.
| | | | | |
Digital Asset | Symbol |
| Aave | AAVE |
Cardano | ADA |
| Algorand | ALGO |
| ApeCoin | APE |
| Arbitrum | ARB |
| Cosmos | ATOM |
| Avalanche | AVAX |
| Basic Attention Token | BAT |
| Bitcoin Cash | BCH |
| Binance Coin | BNB |
| Bonk | BONK |
| Bitcoin | BTC |
| Compound | COMP |
| Curve DAO | CRV |
| Dogecoin | DOGE |
| Polka Dot | DOT |
| Ethereum Classic | ETC |
| Ethereum | ETH |
| Filecoin | FIL |
| Gala | GALA |
| The Graph | GRT |
| Hedera | HBAR |
| Internet Computer Protocol | ICP |
| Lido DAO | LDO |
| Chainlink | LINK |
| Litecoin | LTC |
| NEAR Protocol | NEAR |
Nexo | NEXO |
| Optimism | OP |
| Pepe Coin | PEPE |
| Polygon Ecosystem Token | POL |
| Pump | PUMP |
| The Sandbox | SAND |
| Shiba Inu | SHIB |
| Solana | SOL |
Sui | SUI |
Celestia | TIA |
Toncoin | TON |
TRUMP | $TRUMP |
Tron | TRX |
Uniswap | UNI |
USD Coin | USDC |
| Tether | USDT |
Dog Wif Hat | WIF |
Stellar | XLM |
Ripple | XRP |
Stablecoin payments. Bakkt's platform enables the Company's customers to make cross border payments using blockchain technology and fiat support while leveraging agentic tools powered by artificial intelligence.
Custody. Bakkt Financial Solutions I, LLC ("BFS") uses third-party custodial relationships with BitGo, Coinbase Custody and Fireblocks Trust for custody and coin transfers and also self-custodies select coins to facilitate consumer withdrawals.
BFS holds a New York State virtual currency license (commonly referred to as a "BitLicense"), and money transmitter licenses from all states throughout the United States (“U.S.”) where such licenses are required for the operation of its business and is registered as a money services business with the Financial Crimes Enforcement Network of the United States Department of the Treasury.
As of June 30, 2026, the Company offered digital asset services in the U.S., Latin America, Europe, and Asia.
2.Summary of Significant Accounting Policies
The Company's accounting policies are as set forth in the notes to its Annual Report on Form 10-K for the year ended December 31, 2025 (the "Form 10-K").
Basis of Presentation
The accompanying unaudited interim consolidated financial statements are prepared in accordance with United States generally accepted accounting principles (“U.S. GAAP”) for interim financial information and with the instructions to the Quarterly Report on Form 10-Q and Article 10 of Regulation S-X. Accordingly, they do not include all of the information and footnotes required by U.S. GAAP for complete financial statements. In the opinion of management, the unaudited interim consolidated financial statements include the accounts of the Company and its subsidiaries. All intercompany balances and transactions have been eliminated in consolidation. In addition, certain reclassifications of amounts previously reported have been made to the accompanying consolidated financial statements in order to conform to current presentation.
In the opinion of management, all adjustments (consisting of normal recurring accruals), considered necessary for a fair presentation have been included. The interim results for the three and six months ended June 30, 2026 are not necessarily indicative of the results that may be expected for the year ending December 31, 2026, or for any other future annual or interim period. These unaudited interim consolidated financial statements should be read in conjunction with the Company’s audited financial statements and accompanying notes thereto included in the Form 10-K.
Use of Estimates
The preparation of the consolidated financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the amounts reported in the financial statements and accompanying notes. Management bases its estimates and assumptions on historical experience and various judgments that it believes to be reasonable under the circumstances. The significant estimates and assumptions that affect the financial statements may include, but are not limited to, those that are related to going concern, income tax valuation allowances, useful lives and fair value of intangible assets and property, equipment and software, fair value of financial assets and liabilities, determining provision for doubtful accounts, valuation of acquired tangible and intangible assets, the impairment of intangible and long-lived assets and goodwill, issued warrants, and fair market value of stock-based awards. Actual results and outcomes may differ from management’s estimates and assumptions and such differences may be material to the Company's audited consolidated financial statements.
Issued Warrants
The Company evaluates its financial instruments to determine if such instruments are derivatives or contain features that qualify as embedded derivatives under ASC 815, or liabilities under ASC 480.
For issued warrants that do not meet the definition of a liability under ASC 480 and are indexed to the Company’s own stock and classified in stockholders’ equity under ASC 815-40, the warrants are recorded at fair value at the date of issuance and are not subsequently remeasured. The Pre-Funded Warrants issued in February 2026 met these criteria and were recorded as a component of additional paid-in capital within stockholders' equity.
Investment in Transchem Warrants (Warrant Assets)
Management evaluated the Transchem Warrants under ASC 815, Derivatives and Hedging, and concluded they do not meet the definition of a derivative because the net settlement criterion is not satisfied — the Transchem Warrants contain no contractual net settlement provision, no market mechanism exists to net-settle the instrument, and the underlying Transchem shares are not readily convertible to cash during the applicable statutory lock-in period given the regulatory restrictions on transfer and the limited trading volume of Transchem's listed shares. Accordingly, the Transchem Warrants are accounted for as an equity investment within the scope of ASC 321, Investments — Equity Securities. The Company has irrevocably elected the fair value option under ASC 825-10 and ASC 321-10-35-2, with changes in fair value recognized each reporting period in the condensed consolidated statements of operations. The unfunded 75% of the exercise price is not recorded as a liability and is instead disclosed as a funding commitment (see Note 17, Commitments and Contingencies).
Segments
Bakkt has one operating and reportable segment. Operating segments are defined as components of an enterprise about which separate financial information is evaluated regularly by the chief operating decision maker (“CODM”), who is Akshay Naheta, the Company's Chief Executive Officer, in deciding how to allocate resources and assessing performance.
Discontinued Operations
On July 23, 2025, Opco, a wholly owned subsidiary of the Company, entered into an agreement to sell all of the issued and outstanding equity interests of Bridge2 Solutions, LLC, Aspire Loyalty Travel Solutions, LLC, Bridge2 Solutions Canada, Ltd., and B2S Resale, LLC (collectively, the “Acquired Companies”) to Project Labrador Holdco, LLC, a wholly owned subsidiary of Roman DBDR Technology Advisors, Inc. (the “Purchaser” or "Roman"). These entities comprised the Company’s loyalty and travel redemption business (the “Loyalty Business”), and the transaction comprised a part of the Company’s strategic transformation into a pure-play digital asset infrastructure platform. The sale transaction closed on October 1, 2025.
Bakkt management determined that the Loyalty Business met the criteria for classification as held for sale and a discontinued operation as of September 30, 2025. This determination was based on management’s commitment to a formal plan to sell the business, the significance of the business to the Company's historical operations, and the expectation that the sale represented a strategic shift that would have a major effect on the Company's operations and financial results, and would result in the elimination of the operations and cash flows of the Loyalty Business from ongoing operations. As such, the results of operations, financial position, and cash flows of the Loyalty Business have been reclassified and are presented as discontinued operations for the quarter and the six months ended June 30, 2025. The related operating results, including any gains or losses on the sale, are reported separately from continuing operations in the consolidated statements of operations for all periods presented. Refer to Note 3, Discontinued Operations, for additional details.
Liquidity and Going Concern
The accompanying unaudited consolidated financial statements are prepared on a going concern basis in accordance with U.S. GAAP. This presentation contemplates the realization of assets and the satisfaction of liabilities in the normal course of business and does not include any adjustments relating to the recoverability and classification of recorded asset amounts or the amounts and classification of liabilities that might result from the outcome of the uncertainties described below.
At each reporting period, in accordance with U.S. GAAP, management evaluates whether there are conditions or events that raise substantial doubt about the Company's ability to continue as a going concern within one year after the date the financial statements are issued. In accordance with U.S. GAAP, the initial evaluation can only include management’s plans that have been fully implemented as of the issuance date. Operating forecasts for new products/markets cannot be considered in the initial evaluation as those product/market launches have not been fully implemented.
Accordingly, management's evaluation entails analyzing prospective fully implemented operating budgets and forecasts for expectations of the Company's cash needs and comparing those needs to the current cash and cash equivalent balances. This evaluation initially does not take into consideration the potential mitigating effect of management’s plans that have not been fully implemented as of the date the financial statements are issued. When substantial doubt exists under this methodology, management evaluates whether the mitigating effect of its plans sufficiently alleviates substantial doubt about the Company's ability to continue as a going concern. The mitigating effect of management’s plans, however, is only considered if both (1) it is probable that the plans will be effectively implemented within one year after the date that the financial statements are issued, and (2) it is probable that the plans, when implemented, will mitigate the relevant conditions or events that raise substantial doubt about the entity’s ability to continue as a going concern within one year after the date that these consolidated financial statements are issued.
Evaluation in conjunction with the issuance of the June 30, 2026 unaudited consolidated financial statements
Since inception, the Company has consumed cash in excess of cash inflows from operations and fundraising. The Company’s accumulated deficit totaled $836.0 million as of June 30, 2026. Due to ongoing losses, the Company has been working to optimize capital allocation and reduce cash expenses since the fourth quarter of 2022.
Significantly expanding Bakkt's revenue base is critical to the Company’s strategic plan to be able to generate a sustainable operating profit. There is significant uncertainty associated with Bakkt's projected cash flows in the Company's going concern analysis primarily related to the revenue growth rates for its expansion to new products, as well as the growth of its revenue base, given the uncertain and rapidly evolving environment associated with digital assets. In forecasting the Company's expectation of cash needs for the initial going concern evaluation, the Crypto services revenue growth projections exclude activation of new clients or products currently not live on Bakkt's platform as of the date of release of these consolidated financial statements.
Historically, the Company’s sources of liquidity included cash and cash equivalents, available-for-sale securities and equity offerings. As discussed in Note 11, Stockholders' Equity, in January and February 2026 the Company raised $21.5 million through at-the-market offerings and $48.1 million through a registered direct offering of common stock and pre-funded warrants.
Management believes there is not substantial doubt about our ability to continue as a going concern within one year after the date these financial statements are issued, as the Company's cash and cash equivalents, inclusive of net proceeds from the at-the-market offerings and common stock and pre-funded warrant issuance, are sufficient to fund Bakkt's operations for 12 months from the date these financial statements are issued.
Recently Adopted Accounting Pronouncements
In August 2020, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) 2020-06, Accounting for Convertible Instruments and Contracts in an Entity's Own Equity ("ASU 2020-06"). This ASU simplifies the accounting for convertible instruments by eliminating certain separation models and improves the consistency of earnings per share calculations by requiring the use of the if-converted method for all convertible instruments. It also enhances disclosures about the terms of convertible instruments and contract in an entity's own equity. ASU 2020-06 was effective for fiscal years beginning after December 15, 2023, including interim periods within those years. In connection with the Convertible debenture issued in June 2025, the Company was subject to and adopted ASU 2020-06. The adoption of this ASU did not have a material impact on the Company's consolidated financial statements.
In December 2023, the FASB issued ASU No. 2023-09, Income Taxes (Topic 740), Improvements to Income Tax Disclosures, which requires additional tax disclosures, predominantly related to the effective income tax rate reconciliation and income taxes paid. The ASU was effective for annual periods beginning in fiscal 2025. Early adoption was permitted. The adoption of ASU No. 2023-09 impacted the Company’s income tax disclosures but did not have a material impact on its consolidated financial position, results of operations, or cash flows. The Company adopted this guidance on a prospective basis effective January 1, 2025. Refer to Note 18, Income Taxes, for impacts to the related disclosures.
In December 2023, the FASB issued ASU No. 2023-08, Intangibles-Goodwill and Other-Crypto Assets (Topic 350-60), Accounting for and Disclosure of Crypto Assets (“ASU 2023-08”), which requires entities measure assets that meet the scope criteria at fair value with changes recognized in net income each reporting period. ASU 2023-08 also requires enhanced disclosures for interim and annual periods. The ASU was effective for fiscal years beginning after December 15, 2024, including interim periods within those years. The adoption of this ASU did not have a material impact on the Company’s consolidated financial statements.
Recently Issued Accounting Pronouncements Not Yet Adopted
In December 2025, the FASB issued ASU 2025-11, Interim Reporting (Topic 270): Narrow-Scope Improvements. The ASU provides a comprehensive list of interim disclosures required by U.S. GAAP and includes a disclosure principle that requires entities to disclose events since the last annual reporting period that have a material impact on the reporting entity. The ASU also clarifies the applicability of Accounting Standards Codification (“ASC”) 270, Interim Reporting, and the form and content of interim financial statements in accordance with U.S. GAAP. The amendments are effective for interim reporting periods within annual reporting periods beginning after December 15, 2027, with early adoption permitted. The adoption of this ASU is not expected to have a material impact on the Company’s consolidated financial statements.
In September 2025, the FASB issued ASU 2025-06, Intangibles-Goodwill and Other-Internal-Use Software (Subtopic 350-40): Targeted Improvements to the Accounting for Internal-Use Software. The ASU replaces the existing project-stage model with a principles-based "probable-to-complete" capitalization threshold and relocates website-development cost into ASC 350-40, Intangibles-Goodwill and Other: Internal-Use Software. The amendments are effective for fiscal years beginning after December 15, 2027, with early adoption permitted. The Company is evaluating the impact of this standard on its consolidated financial statements and related disclosures.
In July 2025, the FASB issued ASU 2025-05, Financial Instruments-Credit Losses (Topic 326): Measurement of Credit Losses for Accounts Receivable and Contract Assets. The ASU provides a practical expedient when developing reasonable and supportable forecast as part of estimating credit losses that assumes that current conditions as of the balance sheet date do not change for the remaining life of the asset. The amendments are effective for annual reporting periods
beginning after December 15, 2025, and interim reporting periods within those periods, with early adoption permitted. The adoption of this ASU is not expected to have a material impact on the Company’s consolidated financial statements.
In November 2024, the FASB issued ASU 2024-03, Income Statement-Reporting Comprehensive Income-Expense Disaggregation Disclosures (Subtopic 220-40), Disaggregation of Income Statement Expenses, which requires disclosure of additional information about specific expense categories in the notes to financial statements at interim and annual reporting periods. The guidance is effective for annual reporting periods beginning after December 15, 2026 and interim periods beginning after December 15, 2027. Early adoption is permitted. The adoption of this ASU is not expected to have a material impact on the Company’s consolidated financial statements.
3.Discontinued Operations
Bakkt's Loyalty Business offered a full spectrum of supplier content through configurable, white-label e-commerce storefronts that end users could acquire via redemption of loyalty points. The Company's redemption catalog spanned a variety of rewards categories including travel, gift cards and merchandise, including a unique Apple product and services storefront. The travel solution offered a retail e-commerce booking platform with direct supplier integrations, as well as a U.S.-based call center for live-agent booking and servicing. The Company's platform provided a unified shopping experience that was built to seamlessly extend the Company's customers’ loyalty strategies and user experience for their loyalty programs. Bakkt's platform’s functionality included a mobile-optimized user interface, numerous configurations to support diverse program needs, promotional campaign services, comprehensive fraud protection capabilities and the ability to split payments across both loyalty points and credit cards. On July 23, 2025, the Company agreed to sell the Loyalty Business, and closed the sale on October 1, 2025. As described in Note 2, Summary of Significant Accounting Policies, the Loyalty business is reported as a discontinued operation. The Company had a Transition Service Agreement with the Loyalty buyer whereby both parties agreed to provide services to each other. The Transition Services Agreement ended in the first quarter of 2026. The amount paid between the parties for the Transition Services Agreement for the three and six months ended June 30, 2026, was immaterial.
As of June 30, 2026 and December 31, 2025, there were no assets and liabilities of the Loyalty Business classified as held for sale. There were no discontinued operations during the three and six months ended June 30, 2026. The following table summarizes the results of discontinued operations for the three and six months ended June 30, 2025 (in thousands):
| | | | | | | | | | | | | | | | | | | | | | |
| | | | Three Months Ended
June 30, 2025 | | | | Six Months Ended
June 30, 2025 |
| Revenues: | | | | | | | | |
| | | | | | | | |
| Loyalty services revenues | | | | $ | 9,779 | | | | | $ | 18,933 | |
| | | | | | | | |
| Operating expenses: | | | | | | | | |
| | | | | | | | |
| | | | | | | | |
| Compensation and benefits | | | | 9,955 | | | | | 19,987 | |
| Professional services | | | | 41 | | | | | 63 | |
| Technology and communication | | | | 1,556 | | | | | 3,168 | |
| Selling, general and administrative | | | | 319 | | | | | 652 | |
| | | | | | | | |
| | | | | | | | |
| | | | | | | | |
| | | | | | | | |
| | | | | | | | |
| | | | | | | | |
| Other operating costs | | | | 276 | | | | | 514 | |
| Total operating expenses | | | | 12,147 | | | | | 24,384 | |
| Operating loss | | | | (2,368) | | | | | (5,451) | |
| | | | | | | | |
| | | | | | | | |
| | | | | | | | |
| Other income (expense), net | | | | (908) | | | | | (974) | |
| Loss before income taxes | | | | (3,276) | | | | | (6,425) | |
| Income tax (expense) benefit | | | | 16 | | | | | 16 | |
| Loss from discontinued operations | | | | $ | (3,260) | | | | | $ | (6,409) | |
| | | | | | | | |
| | | | | | | | |
There were no significant non-cash operating activities for discontinued operations for the three and six months ended June 30, 2026. The following table summarizes the significant non-cash operating activities for discontinued operations for the three and six months ended June 30, 2025 (in thousands):
| | | | | | | | | | | | | | | | | | |
| | | | Three Months Ended
June 30, 2025 | | | | Six Months Ended
June 30, 2025 |
| | | | | | | | |
| Non-cash lease expense | | | | $ | 266 | | | | | $ | 533 | |
| Share-based compensation expense | | | | 547 | | | | | 824 | |
| Total | | | | $ | 813 | | | | | $ | 1,357 | |
4.Business Combinations and Asset Acquisitions
Distributed Technologies Research Group Ltd.
On April 30, 2026 (the "Closing date"), we completed the acquisition of Distributed Technologies Research Group Ltd. ("DTR") pursuant to a Share Purchase Agreement dated January 11, 2026 (the "Purchase Agreement") by and among Bakkt and the sellers of DTR (the "Closing"). We recognized goodwill from the acquisition due to the assembled, experienced workforce and anticipated growth we expect to achieve from DTR's product capabilities. The total consideration as measured at April 30, 2026 included $97.6 million in Class A common stock (the "Consideration Shares"), $1.7 million of cash paid to Akshay Naheta for the reimbursement of certain shareholder loans extended to DTR by Mr. Naheta that were outstanding immediately prior to the Closing, and $1.5 million of DTR transaction expenses we agreed to reimburse under the Purchase Agreement.
In addition, following the Closing, to the extent the Company issues shares of Common Stock in respect of warrants to purchase shares of Common Stock that were outstanding as of the date of the Purchase Agreement, the Consideration Shares will be increased by a number of shares equal to (x) 31.5% multiplied by (y) the number of shares of Common Stock issued upon the exercise or conversion of such warrants (the "top-up consideration"). Assuming all such warrants are fully exercised for cash, the Company would issue up to an additional 725,592 shares of Common Stock as part of the Consideration Shares. As part of the purchase price allocation the value of the contingent consideration was estimated to be $4.9 million. The top-up consideration was recognized as a liability measured at fair value at the Closing date since it is not indexed directly to Bakkt's own shares (it is based on the warrant exercise activity of current warrant holders).
The initial accounting for the acquisition of DTR is preliminary as of April 30, 2026. The allocation of purchase price to assets acquired and liabilities assumed is based on management's preliminary estimates of fair value. The final determination of these fair values is subject to finalization of third-party valuations and tax assessments. Management expects to finalize the purchase price allocation as soon as practicable, but no later than one year from the acquisition date (the measurement period). The following is a reconciliation of the fair value of consideration transferred in the acquisition to the preliminary fair value of the assets acquired and liabilities assumed.
| | | | | | | | |
| ($ in thousands) | Amount | Est. useful life |
| Cash and cash equivalents | $ | 160 | | |
| Inventory | 292 | |
| Other current assets | 165 | |
| Total tangible assets acquired | $ | 617 | | |
| | |
| Customer relationships | $ | 1,630 | | 12 years |
| Developed technology | 10,090 | | 5 years |
| Marketing-related assets (trade name) | 250 | | 1 year |
| Non-compete agreements | 4,820 | | 2 years |
| Total identifiable intangible assets | $ | 16,790 | | |
| | |
| Accounts payable | $ | (1,205) | | |
| | | | | | | | |
| Deferred tax liability | (2,421) | | |
| Other current liabilities | (144) | | |
| Total liabilities assumed | $ | (3,770) | | |
| | |
| Total identifiable net assets acquired | $ | 13,637 | | |
| Goodwill | $ | 92,032 | | |
| Total consideration transferred | $ | 105,669 | | |
An assembled workforce with an estimated replacement cost of $1.2 million was also identified and valued but does not qualify for recognition as a separate intangible asset apart from goodwill and is included within the goodwill balance above.
Goodwill of $92.0 million represents the excess of the consideration transferred over the fair value of the identifiable net assets acquired and is not expected to be deductible for Cyprus income tax purposes. Goodwill is primarily attributable to DTR’s assembled workforce, expected synergies from integrating DTR’s technology into Bakkt’s platform, and other benefits that do not qualify for separate recognition as identifiable intangible assets.
The above fair values are as of the Closing date. The acquired intangible assets and goodwill required the use of significant unobservable inputs including client activation forecasts, expectations about customer trading volume and frequency, customer attrition rates, and estimated useful lives of acquired technology and discount rates (level 3 inputs). The acquired customer relationships were valued using a multi-period excess earnings model. The acquired developed technology was valued using a relief from royalty method. Other assets and liabilities were carried over at their acquired costs which was not materially different than their fair values.
The Closing date fair value of the top-up consideration payable in Class A common stock based on future warrant exercises was estimated using a Monte Carlo simulation under a geometric Brownian motion / risk-neutral framework. The analysis incorporated 5,000,000 simulated paths, Bakkt’s Closing date common stock price, the risk-free rate corresponding to the warrants’ remaining contractual terms, an equity volatility assumption of 150.0% based on Bakkt’s observed stock price volatility, and the specific exercise and settlement provisions of each warrant class. The Class 1 RDO Warrants were assumed to remain outstanding through their contractual expiration and to be exercised for cash when in the money. The Class 2 RDO Warrants incorporated their alternative cashless exercise feature when applicable and otherwise assumed cash exercise. The Public SPAC Warrants were modeled based on their contractual cash exercise provisions. This fair value measurement uses significant unobservable inputs and is therefore classified as Level 3 in the fair value hierarchy. The change in fair value of the top-up consideration between the Closing date and June 30, 2026 was not material.
Revenue generated by DTR from the Closing date through June 30, 2026 was $6.8 million, and is included in the Company's statements of operations. Net loss generated by DTR from the Closing date through June 30, 2026 was $0.9 million, and is included in the Company's statements of operations.
The following unaudited pro forma financial information presents the Company's results of operations as if the acquisition of DTR had occurred on January 1, 2025. The unaudited pro forma financial information as presented below is for illustrative purposes and does not purport to represent what the results of operations would actually have been if the acquisition of DTR occurred as of the date indicated or what the results would be for any future periods. The unaudited pro forma results reflect the step-up amortization adjustments for the fair value of intangible assets acquired, acquisition-related expenses, and share-based compensation expense for newly issued restricted stock units. Proforma revenue for the three months and six months ended June 30, 2026 would be $172.0 million and $424.8 million, respectively. Proforma revenue for the three and six months ended June 30, 2025 would be $568.1 million and $1,633.9 million, respectively. Proforma net income attributable to Bakkt, Inc. for the three and six months ended June 30, 2026 would be $80.3 million and
$67.2 million, respectively. Proforma net loss attributable to Bakkt, Inc. for the three and six months ended June 30, 2025 would be ($16.2) million and ($10.1) million, respectively.
Refer to Note 9, Related Parties, for related party disclosures.
Gyzer Inc.
On May 7, 2026 (the “Gyzer Closing Date”), Opco acquired 100% of the issued and outstanding capital stock of Gyzer Inc. (“Gyzer”) pursuant to a Stock Purchase Agreement with Gyzer’s founder (the “Seller”). The primary purpose of the transaction was to secure the services of Gyzer’s three key personnel (the “Retained Individuals”), who entered into employment and restrictive covenant agreements with the Company concurrently with closing. All other Gyzer personnel were terminated as of the Gyzer Closing Date.
Management evaluated the transaction under the framework in ASC 805-10-55-5A and concluded that substantially all of the value acquired was concentrated in the Retained Individuals and that Gyzer did not include a substantive process at the Gyzer Closing Date. Accordingly, the transaction does not meet the definition of a business under ASC 805 and has been accounted for as an asset acquisition in accordance with ASC 805-50, under which the cost of the transaction was accumulated and allocated to an acquired workforce intangible asset, with direct, incremental transaction costs capitalized as a component of that cost.
Total consideration transferred consisted of the following: | | | | | |
| Component | Amount ($000's) |
| Cash paid to satisfy outstanding Seller loan to Gyzer | $ | 160 | |
Fair value of 94,595 shares of Class A common stock (contingently issuable, see below) | 823 | |
Fair value of warrant to purchase 50,000 shares of Class A common stock, exercise price $10.00 per share (contingently exercisable, see below) | 369 | |
| Direct, incremental transaction costs | 93 | |
| Total consideration | $ | 1,445 | |
The stock and warrant consideration components above are subject to forfeiture and will not vest (and, in the case of the warrant, will not become exercisable) unless one of the following performance conditions is achieved during the two-year period following the Gyzer Closing Date (the "performance period"): (i) $250 million in aggregate trading volume on the Company’s platform attributable to the Seller, or (ii) the volume-weighted average price of the Company’s common stock equaling or exceeding $25.00 per share for 20 consecutive trading days. If neither condition is satisfied within the performance period (as it may be extended under the agreement), the unvested shares and warrant will be automatically cancelled without further consideration.
The Gyzer Closing Date fair values of the stock and warrant consideration components above were determined using a Monte Carlo simulation, given the market-condition-based vesting feature of both instruments. The simulation modeled 100,000 potential future paths of the Company’s stock price over the two-year performance period using a Geometric Brownian Motion model, based on (i) a starting stock price of $8.55 per share, the closing price of the Company’s common stock on the Gyzer Closing Date, (ii) a risk-free rate of 3.92%, based on the two-year U.S. Treasury note, and (iii) an annualized volatility assumption of 105%, developed from a blend of the Company’s own observed historical stock price volatility following a change in its business strategy and ownership structure and the observed volatility of a group of guideline public companies. In each simulated path in which the $25.00 stock price hurdle was not met, the instruments were assumed to vest based on management’s estimate of the probability of achieving the
$250 million trading volume threshold. The resulting values in each simulated path were discounted to present value at the risk-free rate and averaged across all paths to arrive at the acquisition-date fair value of each instrument.
The total consideration was allocated entirely to an assembled workforce intangible asset, reflecting the acquisition of the Retained Individuals’ expertise and continuity of operations. The intangible asset is being amortized on a straight-line basis over its 24-month useful life, which management believes reflects the pattern in which the economic benefits of the asset are expected to be consumed.
A separate warrant to purchase up to 200,000 shares of Class A common stock was issued to the Seller in connection with his employment agreement as Chief Commercial Officer of the Company. Because that warrant is subject to service- and performance-based vesting and is forfeited upon termination of employment, it is accounted for as stock-based compensation under ASC 718 and is not included in the consideration transferred for the Gyzer acquisition. See Note 14, Share-Based and Unit-Based Compensation.
5.Revenue from Contracts with Customers
Disaggregation of Revenue
The Company disaggregates Crypto Services revenue by service type as follows (in thousands):
| | | | | | | | | | | | | | | | | | | | | | | | | | |
| | Three Months Ended
June 30, 2026 | | Three Months Ended
June 30, 2025 | | Six Months Ended
June 30, 2026 | | Six Months Ended
June 30, 2025 |
| Transaction revenue | | $ | 169,924 | | | $ | 568,088 | | | $ | 413,320 | | | $ | 1,633,829 | |
| Service revenue | | 225 | | | 15 | | | 422 | | | 30 | |
| Crypto services revenue | | $ | 170,149 | | | $ | 568,103 | | | $ | 413,742 | | | $ | 1,633,859 | |
| | | | | | | | |
| | | | | | | | |
Bakkt recognized revenue from foreign jurisdictions of $22.4 million and $54.0 million for the three and six months ended June 30, 2026 respectively, and $32.2 million and $67.0 million for the three and six months ended June 30, 2025, respectively.
The Company has one reportable segment to which its revenues relate.
Deferred Revenue
Contract liabilities consist of deferred revenue for amounts invoiced prior to the Company meeting the criteria for revenue recognition. Bakkt invoices customers for service fees at the beginning of service performance, and such fees are recognized as revenue over time as the Company satisfies performance obligations. Contract liabilities are classified as “Deferred revenue, current” and “Deferred revenue, noncurrent” in the consolidated balance sheets. The activity in deferred revenue for the six months ended June 30, 2026 and June 30, 2025, respectively, was as follows (in thousands):
| | | | | | | | | | | |
| Six Months Ended
June 30, 2026 | | Six Months Ended
June 30, 2025 |
| Beginning of the period contract liability | $ | 789 | |
| $ | — | |
| Revenue recognized from contract liabilities included in the beginning balance | (789) | |
| — | |
| Increases due to cash received, net of amounts recognized in revenue during the period | — | |
| — | |
| End of the period contract liability | $ | — | |
| $ | — | |
Contract Costs
For the three and six months ended June 30, 2026 and June 30, 2025, the Company incurred no incremental costs to obtain and/or fulfill contracts with customers.
6.Goodwill and Intangible Assets, Net
Changes in goodwill consisted of the following (in thousands):
| | | | | | | | | | | |
| Balance as of January 1, 2025 | | | | | |
| Goodwill | | | | | $ | 1,579,265 | |
| Accumulated impairment | | | | | (1,511,264) | |
| | | | | 68,001 | |
| | | | | |
| | | | | |
| Sale of Bakkt Trust | | | | | (3,343) | |
| | | | | |
Balance as of December 31, 2025 | | | | | |
| Goodwill | | | | | 1,575,922 | |
| Accumulated impairment | | | | | (1,511,264) | |
| | | | | $ | 64,658 | |
| | | | | |
| | | | | |
| DTR Acquisition | | | | | $ | 92,032 | |
| | | | | |
| | | | | |
| Balance as of June 30, 2026 | | | | | |
| Goodwill | | | | | $ | 1,667,954 | |
| Accumulated impairment | | | | | (1,511,264) | |
| | | | | $ | 156,690 | |
During the six months ended June 30, 2026, the Company recognized goodwill in the amount of $92.0 million in connection with the acquisition of DTR.
No goodwill was allocated to the sale of the Loyalty Business based on the financial terms and conditions of the sale of that business.
During the second quarter of 2025, the Company completed the sale of Bakkt Trust. As part of the sale, approximately $3.3 million of goodwill was included in the carrying amount of Bakkt Trust upon sale and in determining the loss on sale.
Bakkt management did not identify any indicators of impairment related to goodwill and other intangible assets during the six months ended June 30, 2026.
On March 14, 2025, the Company's largest digital assets client, Webull, notified the Company that it would not renew its agreement with Bakkt that ended on June 14, 2025, although the Company continues to service a limited number of states under an amended agreement with Webull. Due to the significance of Webull to the Company's historical Crypto services revenue, Bakkt management determined that the non-renewal notification was a triggering event indicating a potential impairment of the Company's goodwill during the three months ended March 31, 2025. Bakkt management elected to bypass performing a qualitative assessment and proceeded directly to a quantitative impairment assessment.
The Company retained a third-party valuation firm to estimate the fair value of its indefinite lived intangible asset (the “Tradename”) and single reporting unit.
Goodwill impairment is measured as the excess of a reporting unit's carrying amount over its estimated fair value, not to exceed the carrying amount of goodwill for that reporting unit. For the quantitative goodwill impairment analysis, the Company compared the estimated fair value of its reporting unit to the carrying amount. The estimated fair value of the
reporting unit was derived using a market approach and an income approach, with equal weighting given to both approaches. A discounted cash flow (“DCF”) model was used for the income approach. The DCF model reflected the Company’s assumptions regarding revenue growth rates, forecast earnings before interest, taxes, depreciation, and amortization (“EBITDA”) margins (and thus operating expenses), capital expenditures, discount rates (including the company-specific risk premium assumption), terminal period growth rates, economic and market trends, and other expectations about the anticipated operating results of its reporting unit. Management estimates of future performance and metrics of guideline public companies (“GPCs”) were used to estimate revenue growth rates, EBITDA margins, and discount rate. Market and industry reports and data were used to estimate terminal period growth rates. The base of the income approach utilized the Company’s projected cash flow estimates, which are unobservable, Level 3 inputs. Unobservable inputs are used to measure fair value to the extent that relevant observable inputs are not available. The overall forecast estimate was developed using the best information available as of March 31, 2025, in consultation with a third-party valuation firm. The discount rate used is intended to be commensurate with the risks and uncertainty inherent in Bakkt’s business. The market approach valuation was derived from metrics of the GPCs, which are Level 2 inputs, and management estimates of future performance with consideration for a control premium. A significant judgment in using the market approach includes the selection of comparable GPCs with consideration of risk profiles, size, geography, and business operations.
The impairment analysis for the Tradename involved the use of a relief from royalty approach, which estimated the value of the stream of payments a market participant would pay to make use of the in-place Tradename. Significant judgments in this analysis included forecasted revenue and growth rates, the royalty rate, and the discount rate.
The discount rate used in the valuations described above was 12.5%.
The results of the Company’s quantitative impairment analyses as of March 31, 2025 indicated that there was no impairment of the Company’s Tradename or goodwill. Bakkt management considered the existence of material nonpublic information as of March 31, 2025 in reaching this conclusion (Level 3 inputs). In the event the financial performance of the reporting unit does not meet management’s expectations in the future, the Company experiences a prolonged macroeconomic downturn, there is a decline in the Company’s market capitalization, or there are other negative revisions to key assumptions used in the DCF or Market Approach used to value the Tradename and reporting unit, the Company may be required to perform additional impairment analyses with respect to the reporting unit and Tradename and could be required to recognize impairment charges.
Intangible assets consisted of the following as of June 30, 2026 and December 31, 2025 (in thousands):
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| June 30, 2026 |
| Weighted Average Useful Life (in years) | | Gross Carrying Amount | | Accumulated Amortization | | Impairment | | Net Carrying Amount |
| Trademarks / trade names | Indefinite | | $ | 2,900 | | | — | | | — | | | $ | 2,900 | |
| Domain names | Indefinite | | 2,650 | | | — | | | — | | | 2,650 | |
| Customer relationships | 12 | | 1,630 | | | 23 | | | — | | | 1,607 | |
| Developed technology | 5 | | 10,090 | | | 336 | | | — | | | 9,754 | |
| Acquired workforce | 2 | | 1,444 | | | 120 | | | — | | | 1,324 | |
| Non compete agreements | 2 | | 4,820 | | | 401 | | | — | | | 4,419 | |
| Marketing-related assets | 1 | | 250 | | | 42 | | | — | | | 208 | |
| Total | | | $ | 23,784 | | | $ | 922 | | | $ | — | | | $ | 22,862 | |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| December 31, 2025 |
| Weighted Average Useful Life (in years) | | Gross Carrying Amount | | Accumulated Amortization | | | Impairment | | Net Carrying Amount |
| | | | | | | | | | |
| Trademarks / trade names | Indefinite | | $ | 2,900 | | | — | | | | — | | | $ | 2,900 | |
| | | | | | | | | | |
| | | | | | | | | | |
| Domain names | Indefinite | | 2,650 | | | — | | | | — | | | 2,650 | |
| Total | | | $ | 5,550 | | | $ | — | | | | $ | — | | | $ | 5,550 | |
7.Consolidated Balance Sheet Components
Accounts Receivable, Net
Accounts receivable, net consisted of the following (in thousands):
| | | | | | | | | | | |
| June 30, 2026 | | December 31, 2025 |
| Trade accounts receivable | $ | — | | | $ | 98 | |
| Receivables from customers, clients and liquidity partners | 4,603 | | | 4,244 | |
| Unbilled receivables | — | | | 27 | |
| Deposits | 1,561 | | | 2,703 | |
| Other receivables | 5,348 | | | 5,234 | |
| Total accounts receivable | 11,512 | | | 12,306 | |
| Less: Allowance for doubtful accounts | (236) | | | (236) | |
| Total | $ | 11,276 | | | $ | 12,070 | |
Deposits includes cash, as noted on the consolidated statements of cash flows, at clearing agencies used to settle customer transactions. Amounts payable and receivable to our liquidity providers are reported net by counterparty when the right of offset exists.
Included in other receivables is $5.0 million due from the buyer of the Loyalty Business under the Purchase Agreement. See Note 17, Commitments and Contingencies for a description of the litigation the Company filed against the buyer of the Loyalty Business.
Other Current Assets
Other current assets consisted of the following (in thousands):
| | | | | | | | | | | |
| June 30, 2026 | | December 31, 2025 |
| Prepaid expenses | $ | 1,296 | | | $ | 2,209 | |
| | | |
| Promissory note from Loyalty buyer | 5,144 | | | 5,050 | |
| Advances to Loyalty buyer | 6,444 | | | 7,491 | |
| Other | 725 | | | 197 | |
| Total | $ | 13,609 | | | $ | 14,947 | |
Property, Equipment and Software, Net
Property, equipment and software, net consisted of the following (in thousands):
| | | | | | | | | | | |
| June 30, 2026 | | December 31, 2025 |
| Internal-use software | $ | 2,384 | | | $ | 2,014 | |
| | | |
| Leasehold improvements | 251 | | | — | |
| Property, equipment and software, gross | 2,635 | | | 2,014 | |
| Less: accumulated amortization and depreciation | (550) | | | (354) | |
| Total | $ | 2,085 | | | $ | 1,660 | |
For the three and six months ended June 30, 2026, depreciation and amortization expense related to property, equipment and software amounted to $0.2 million and $0.3 million, of which $0.1 million and $0.2 million, respectively, related to amortization expense of capitalized internal-use software placed in service. For the three and six months ended June 30, 2026, the Company recognized impairment charges $1.2 million related to capitalized software. No impairment charges were recognized for the three and six months ended June 30, 2025.
For the three and six months ended June 30, 2025, depreciation and amortization expense related to property, equipment and software amounted to $0.2 million and $0.4 million, of which $0.1 million and $0.3 million, respectively, related to amortization expense of capitalized internal-use software placed in service.
Equity Method Investment
Bakkt's equity method investment balances were as follows (in thousands):
| | | | | | | | | | | |
| June 30, 2026 | | December 31, 2025 |
Bitcoin.co.jp | $ | 10,645 | | | $ | 11,149 | |
On August 6, 2025, the Company entered into a share purchase agreement with RIZAP Group, Inc. under which it acquired approximately 28% of the outstanding shares of Bitcoin Japan Corporation ("BJC", f.k.a., MarushoHotta Co., Ltd.), a publicly traded company listed in Tokyo for ¥1,676,551,082 ($11.5 million). As of June 30, 2026, there was no material basis differences between the carrying value of the investment and the amount of underlying equity in the net assets of BJC. Bakkt’s Chief Executive Officer is a member of the board of directors of BJC.
The Company recorded a net loss of $0.3 million and $0.5 million for the three and six months ended June 30, 2026, respectively related to its share of net earnings of BJC. No amounts were recorded for the three and six months ended June 30, 2025 as the Company did not have an ownership interest in BJC during that period.
The Company did not identify any indicators of impairment as of the reporting date. The value of Bakkt's investment in BJC based on the public trading price as of June 30, 2026 was approximately $16.7 million.
Other Assets
Other assets consisted of the following (in thousands):
| | | | | | | | | | | |
| June 30, 2026 | | December 31, 2025 |
| Operating lease right-of-use assets | $ | 73 | | | $ | — | |
| Deposits with clearinghouse | $ | 159 | | | $ | — | |
| Escrow deposit for sale of Loyalty | 2,500 | | | 2,500 | |
| Other | 3,280 | | | 1,719 | |
| Total | $ | 6,012 | | | $ | 4,219 | |
The Company accounts for digital assets it owns as indefinite-lived intangible assets and initially measures such digital assets at cost (under a first-in, first-out basis). These assets are not amortized, but are measured at fair value each reporting period with changes recognized in net income (loss). Bakkt generally holds a nominal amount of each digital asset it supports on its platform to facilitate trades and settlements, if necessary. The digital assets are reported in "Other assets" on the consolidated balance sheets and fair value changes are recognized in "other income, net" on the consolidated statements of operations. The Company's owned digital assets are typically liquidated on a daily basis during the fulfillment of customer orders and settlement with liquidity providers. Fair value changes were not material for the three and six months ended June 30, 2026. Bakkt's owned digital assets were $1.2 million and $1.2 million as of June 30, 2026 and December 31, 2025. The Company classifies cash flows from digital assets within cash flows from operating activities.
Accounts Payable and Accrued Liabilities
Accounts payable and accrued liabilities consisted of the following (in thousands):
| | | | | | | | | | | |
| June 30, 2026 | | December 31, 2025 |
| Accounts payable | $ | 1,377 | | | $ | 3,716 | |
| Payables to clients and customers | 2,027 | | | 2,464 | |
| | | |
| Accrued expenses | 5,701 | | | 5,990 | |
| | | |
| | | |
| | | |
| Other | 742 | | | 2,706 | |
| Total | $ | 9,847 | | | $ | 14,876 | |
Other Current Liabilities
Other current liabilities consisted of the following (in thousands):
| | | | | | | | | | | |
| June 30, 2026 | | December 31, 2025 |
| Current maturities of operating lease liability | $ | 20 | | | $ | 549 | |
| Other | 571 | | | 2,154 | |
| | | |
| Total | $ | 591 | | | $ | 2,703 | |
Other Noncurrent Liabilities
Other noncurrent liabilities consisted of the following (in thousands):
| | | | | | | | | | | |
| June 30, 2026 | | December 31, 2025 |
| Operating lease liability, noncurrent | $ | 43 | | | $ | 244 | |
| | | |
| DTR top-up consideration | 4,919 | | | — | |
| Other | 2,612 | | | — | |
| Total | $ | 7,574 | | | $ | 244 | |
| | | |
8.Investment in Transchem Limited Warrants
On June 3, 2026 (the "allotment date"), Opco was allotted 47,500,000 warrants (the “Transchem Warrants”) to subscribe for equity shares of Transchem Limited (“Transchem”), an Indian company listed on the BSE Limited, on a preferential basis under the SEBI (ICDR) Regulations, 2018. The Company paid upfront subscription consideration of 25% of the total warrant issue price, or ₹18.75 per warrant (approximately $9,409,784 in the aggregate at the transaction-date exchange rate), with the remaining 75% (₹56.25 per warrant, or approximately $28,258,858 in the aggregate at the June 30, 2026 exchange rate) payable only upon exercise. Each Transchem Warrant is exercisable on a 1-for-1 basis into a
Transchem equity share and expires 18 months from the allotment date. Upon full exercise, and absent other capital changes at Transchem, the Company's holding would represent approximately 64.4% of Transchem's fully diluted equity.
For the three and six months ended June 30, 2026, the Company recognized an unrealized gain of approximately $98.3 million related to the change in fair value of the Transchem Warrants during the period in which they were held.
9.Convertible Debenture
On June 17, 2025, Bakkt entered into a private placement with YA II PN, LTD. (the "Private Placement"), a Cayman Islands exempt limited company (the “Investor”). The Private Placement closed on June 18, 2025.
Pursuant to the terms of the Private Placement, the Investor purchased a $25 million convertible debenture (the “Convertible Debenture”) from the Company for a price of $23.75 million. The Company used the net proceeds from the Private Placement for working capital and general corporate purposes.
In the third quarter of 2025, the Company received conversion notices from the Investor to convert $17.5 million of the Convertible Debenture into Class A Common Stock. In total, 1,746,552 shares of Class A Common Stock were issued to the Investor with respect to the conversions. On September 15, 2025, the Company elected to redeem the remaining $7.5 million of Convertible Debentures for cash, including a redemption premium of $0.4 million.
10.Tax Receivable Agreement
On October 15, 2021, Bakkt entered into a Tax Receivable Agreement (the "TRA") with certain Opco equity holders. Each Opco common unit, when coupled with one share of the Company's Class V Common Stock was referred to as a “Paired Interest.” Pursuant to the TRA, among other things, holders of Opco Common Units could, subject to certain conditions, exchange such Paired Interests for Class A Common Stock on a one-for-one basis, subject to the terms of the Amended and Restated Exchange Agreement, dated as of May 3, 2022 (the "Exchange Agreement"), including Bakkt's right to elect to deliver cash in lieu of Class A Common Stock and, in certain cases, adjustments as set forth therein. Opco had in effect an election under Section 754 of the Internal Revenue Code for each taxable year in which an exchange of Opco Common Units for Class A Common Stock (or cash) occurred.
The exchanges were expected to result in increases in the tax basis of the tangible and intangible assets of Opco. Those increases in tax basis could have potentially reduced the amount of tax that the Company would have otherwise be required to pay in the future. Those increases in tax basis also could have potentially decreased gains (or increased losses) on future dispositions of certain capital assets to the extent tax basis was allocated to those capital assets.
The TRA provided for the payment by the Company to exchanging holders of Opco Common Units of 85% of certain net income tax benefits, if any, that the Company realized (or in certain cases was deemed to realize) as a result of these increases in tax basis related to entering into the TRA, including tax benefits attributable to payments under the TRA. This payment obligation was an obligation of the Company and not of Opco. For purposes of the TRA, the cash tax savings in income tax is computed by comparing the Company's actual income tax liability (calculated with certain assumptions) to the amount of such taxes that the Company would have been required to pay had there been no increase to the tax basis of the assets of Opco as a result of Opco having an election in effect under Section 754 of the Code for each taxable year in which an exchange of Opco Common Units for Class A Common Stock occurred and had the Company not entered into the TRA. Such change is calculated under the TRA without regard to any transfers of Opco Common Units or distributions with respect to such Opco Common Units before the exchange under the Exchange Agreement to which Section 743(b) or 734(b) of the Code applies. Prior to the Reorganization on November 3, 2025, 1,063,576 Opco Common Units were exchanged for Class A Common Stock.
In connection with the Reorganization, Bakkt, Intercontinental Exchange Holdings, Inc. ("ICE") and Mr. Naheta entered into an amendment (the “TRA Amendment”) to the TRA, dated as of October 15, 2021, by and among the Company and the persons named therein, as well as a Contribution Agreement relating to their respective rights under the
TRA (as amended, the “Contribution Agreement”). Pursuant to the TRA Amendment and the Contribution Agreement, ICE and Mr. Naheta agreed that they would, at closing, (i) contribute their rights under the TRA to the Company in exchange for a cash payment from the Company equal to the respective amount to which ICE and Mr. Naheta would otherwise be entitled under the TRA (as amended), (ii) Mr. Naheta would further contribute such cash payable to Mr. Naheta to the Company in exchange for shares of the Company Class A Common Stock, and (iii) ICE would further contribute such cash payable to ICE to the Company in exchange for shares of Series A Non-Voting Convertible Preferred Stock (“Preferred Stock”) of the Company, each convertible into one share of the Company Class A Common Stock (such conversion being conditional upon the expiry or termination of the waiting period (and any extension thereof, including pursuant to any timing agreement) applicable to it under the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended (the “HSR Act”)), and further agreed that the respective obligations of ICE and Mr. Naheta, on the one hand, and the Company, on the other hand, to transfer the foregoing cash amounts will be net-settled and offset against one another. In addition, the TRA Amendment set the discount rate to be used in calculating TRA payments to TRA holders at 18%, calculated as of the date of consummation of the Reorganization, except that for ICE and Mr. Naheta only, the value of the TRA payment was capped at the value of such payment calculated as of the date of the TRA Amendment. At the completion of the Reorganization, the Company issued 465,890 and 69,733 shares of the Company Class A Common Stock to ICE and Mr. Naheta, respectively. Total expense for the TRA settlement was $26.9 million, recorded in operating expenses within the consolidated statements of operations for the year ended December 31, 2025. The payments to TRA holders other than ICE and Mr. Naheta were $5.7 million; approximately $0.5 million remained to be paid under the TRA settlement as of June 30, 2026. The Reorganization terminated the TRA.
11.Related Parties
DTR Acquisition
Purchase Agreement
On January 11, 2026, Opco, a Delaware limited liability company and wholly owned subsidiary of 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"), pursuant to which the Company agreed to acquire all of the outstanding equity interests in DTR from Mr. Naheta and the other beneficial owners of the DTR shares (collectively, the “DTR Holders”) in exchange for the Company issuing the Consideration Shares (as defined below) to the DTR Holders (the “DTR Acquisition”). Mr. Naheta is Chief Executive Officer (“CEO”), President and a member of the Board. Prior to the Closing (as defined below), Opco designated an indirect wholly-owned subsidiary incorporated in Cyprus, Bividen Limited (“Bividen”), as the Buyer Designee (as defined in the Purchase Agreement) pursuant to the Purchase Agreement, and Bividen replaced Opco as Buyer (as defined in the Purchase Agreement) for purposes of consummating the DTR Acquisition.
Pursuant to the terms and subject to the conditions set forth in the Purchase Agreement, on April 30, 2026, the Company, through Bividen, completed the DTR Acquisition (the “Closing”). At Closing, the Company issued an aggregate of 11,316,775 shares (such shares, the “Consideration Shares”) of Common Stock, comprised of (A) 31.5% of (i) the aggregate number of shares of Common Stock that were issued and outstanding immediately prior to the Closing plus (ii) the aggregate number of shares of the Company’s capital stock issuable upon full exercise or conversion of any options or other convertible derivative securities (which was deemed to include the Company’s outstanding pre-funded warrants) that were outstanding immediately prior to the Closing, on an as-converted basis, but excluding any outstanding warrants to purchase shares of the Common Stock, or 2,303,465 shares, less (B) the Adjustment Amount (as defined below). The aggregate number of shares of Common Stock issuable as Consideration Shares was reduced by 196,532 shares of Common Stock (the “Adjustment Amount”) pursuant to the terms of the Purchase Agreement, which such Adjustment Amount equals (x) the aggregate amount of certain shareholder loans extended to DTR by Mr. Naheta or his affiliates that were outstanding immediately prior to the Closing and (y) transaction expenses that DTR or Mr. Naheta incurred in excess of the $1.5 million of transaction expenses that the Company agreed to reimburse under the Purchase Agreement divided
by (z) the volume-weighted average trading price for a share of Class A Common Stock measured over the 20 consecutive trading day period ending on and including the day immediately prior to the Closing, or $8.65.
In addition, following the Closing, to the extent the Company issues shares of Common Stock in respect of warrants to purchase shares of Common Stock that were outstanding as of the date of the Purchase Agreement, the Consideration Shares will be increased by a number of shares equal to (x) 31.5% multiplied by (y) the number of shares of Common Stock issued upon the exercise or conversion of such warrants. Assuming all such warrants are fully exercised for cash, the Company would issue up to an additional 725,592 shares of Common Stock as part of the Consideration Shares.
A Special Committee of the Board, composed entirely of independent and disinterested directors (the “Special Committee”), was formed and granted full authority to review, negotiate, and approve the terms of the DTR Acquisition on behalf of the Company. After evaluating the DTR Acquisition, the Special Committee unanimously determined that the DTR Acquisition was fair to, and in the best interests of, the Company and its stockholders (excluding Mr. Naheta and his affiliates), approved the DTR Acquisition, and recommended that the full Board (excluding Mr. Naheta from such consideration) approve the DTR Acquisition.
Following the Special Committee’s approval, the Board (excluding Mr. Naheta from such consideration) approved the DTR Acquisition and determined to submit the DTR Acquisition to the Company’s stockholders for approval. Mr. Naheta is a member of the Board, and recused himself from consideration and deliberation with respect to the DTR Acquisition and abstained from the vote.
In connection with the Purchase Agreement: (i) each current DTR Holder entered into a joinder agreement with Opco, the Company, DTR and Mr. Naheta pursuant to which such DTR Holder agrees to be bound by, and assume, all of the obligations and liabilities of Mr. Naheta under the Purchase Agreement, (ii) Mr. Naheta entered into a non-competition agreement (the “Non-Competition Agreement”) with the Company, (iii) each current DTR Holder, the Company, Mr. Naheta and ICE entered into an amended and restated registration rights agreement (the “Amended and Restated RRA”) and (iv) each of the Company’s directors, executive officers and certain stockholders holding more than five percent of the Company’s voting securities (collectively, the “Voting and Support Parties”) executed a voting and support agreement (the “Voting and Support Agreement”) with the Company and DTR. The Voting and Support Agreement automatically terminated at the Closing.
At the Closing of the DTR Acquisition, the Company issued approximately 8,322,949 shares of Class A Common Stock to Akshay Naheta, in exchange for approximately 91,555,125 shares of DTR capital stock held by Mr. Naheta (which such number is inclusive of certain shares of Class A Common Stock held of record by Mr. Naheta as nominee and custodian for certain former equity holders of DTR pursuant to certain agreements, as to which Mr. Naheta disclaims beneficial ownership). In addition, the Company issued at the Closing of the DTR acquisition approximately 735,615 shares of Class A Common Stock to Lotus Grove Trust (the “Lotus Trust”) in exchange for approximately 8,092,000 shares of DTR capital stock held by the Lotus Trust, which is a trust for the benefit of certain members of Mr. Naheta’s immediate family. Mr. Naheta does not have any pecuniary interest in the Lotus Trust and will not exercise voting control or investment power over such shares of Class A Common Stock held by the Lotus Trust.
Non-Competition Agreement
Pursuant to the Non-Competition Agreement, Mr. Naheta has agreed, effective at the Closing, to not, without the prior written consent of the Company, compete with the business, activities, products or services conducted, authorized, offered, or provided by the Company or any of its subsidiaries in the United States, or any other jurisdiction where the Company conducts business as of the Closing during a period beginning on the date of the Closing and ending on the first anniversary of the Closing (the “Restricted Period”) or, upon exercise by the Company, in the Company’s sole discretion, a later date that is on or prior to the second anniversary of the Closing (such period, the “Extension Period”). If (i) Mr. Naheta’s employment is terminated with the Company or any subsidiary or affiliate thereof, regardless of whether the Company or Mr. Naheta initiated the termination of employment, and (ii) the Company has elected to extend the Restricted
Period into the Extension Period, then after the first anniversary of the Closing, the Company shall pay to Mr. Naheta monthly compensation for each month of the Extension Period in an amount equal to 100% of Mr. Naheta’s average monthly base salary from the Company during the twelve months immediately preceding such termination.
Amended and Restated Registration Rights Agreement
The Amended and Restated RRA, which is effective at the Closing, amends and restates that certain Registration Rights Agreement dated as of October 15, 2021 (the “Prior RRA”), pursuant to which the Company granted ICE and the other holders party thereto certain registration rights with respect to certain securities of the Company. Under the terms of the Amended and Restated RRA, the Company agreed, among other things, to register for resale (a) any Common Stock currently owned by ICE or that may be issued upon exercise of any warrants currently owned by ICE, (b) the Consideration Shares, and (c) any other equity securities of the Company issued or issuable to any stockholder with respect to any such share of Common Stock referred to in clauses (a) and (b) by way of a stock dividend or stock split or in connection with a combination of shares, recapitalization, merger, consolidation or reorganization (collectively, the “Registrable Securities”). Pursuant to the terms of the Amended and Restated RRA, the Company prepared and filed a registration statement with the U.S. Securities and Exchange Commission (the “SEC”) to register for resale the Registrable Securities. The Company has agreed to be responsible for all fees and expenses incurred in connection with the registration of the Registrable Securities. Furthermore, under the Amended and Restated RRA, the holders of the Registrable Securities have certain customary underwritten offering demand rights and piggyback registration rights. The Company has granted certain customary piggyback registration rights and indemnification rights in connection with such registration of Registrable Securities.
Voting and Support Agreement
Pursuant to the Voting and Support Agreement, the Voting and Support Parties agreed to vote their shares of the Company’s common stock and preferred stock (including those owned beneficially) (collectively, the “Subject Shares”), in favor of the DTR Acquisition. The Voting and Support Agreement also contained restrictions on transfer of Subject Shares held by the Voting and Support Parties. The Voting and Support Agreement automatically terminated upon the Closing. As at signing of the Voting and Support Agreement, the Voting and Support Parties together beneficially owned approximately 36.1% of the Company’s outstanding shares of Common Stock.
Commercial Agreement With DTR
On July 31, 2025, Bakkt entered into a Commercial Agreement (the “Commercial Agreement”) with DTR, which at the time was owned by Mr. Naheta, which set forth the terms and conditions governing the integration of Bakkt’s various solutions related to financial transaction processing and digital asset trading with DTR’s technology related to the execution of global payments powered by stablecoins.
Pursuant to the Commercial Agreement, DTR granted Bakkt and its affiliates a non-exclusive, non-transferable, sublicensable license for the duration of the term of the Commercial Agreement to access, display, reproduce, modify, create derivative works of, and otherwise use the DTR’s technology in certain territories; and DTR and its affiliates a non-exclusive, non-transferable, sublicensable, worldwide, right and license to display, reproduce, modify, create derivative works of, and otherwise use Bakkt solutions as needed. For each payment that was processed under the Commercial Agreement, Bakkt was entitled to a customary fee for similar types of transactions. As of April 30, 2026, no payments were made under the Commercial Agreement The Commercial Agreement terminated upon the Closing of the Company's acquisition of DTR.
Marketing Agreement
In August 2025, the Company entered into agreements with a family member of an executive of BJC for branding and website management services and public relations and social media management services. There were no fees payable under these agreements as of June 30, 2026. We paid $0.1 million and $0.1 million under such agreements during the three and six month periods ended June 30, 2026.
Sale of Bakkt Trust
On March 17, 2025, Bakkt entered into an agreement with ICE whereby ICE agreed to purchase all of the outstanding equity interests of Bakkt Trust for a cash payment of $1.5 million plus the assumption of Bakkt Trust’s regulatory capital requirement, which was approximately $3.0 million as of signing, and certain operating costs of Bakkt Trust during the period between the signing of the purchase agreement and the closing of the transaction (subject to such closing). The sale of Bakkt Trust was completed on May 15, 2025. As a result of the sale, Bakkt recognized a loss of $2.3 million reflected in Other income, net in the consolidated statement of operations.
In conjunction with the sale of Bakkt Trust, Bakkt and ICE entered into a transition services agreement ("TSA") whereby the Company agreed to provide certain transitional services to ICE for defined fees for a period of up to six months from closing of the sale of Bakkt Trust. Amounts billed under the TSA generally related to pass through of a portion of third-party software costs and time incurred by Bakkt employees that supported Bakkt Trust. The TSA could be terminated with six months' notice by either party for cause or by mutual agreement of the parties but expired under normal course as of December 31, 2025. Amounts billed under the TSA were generally recognized as a recovery of expenses incurred or as a component of "Other income, net" in the consolidated statements of operations. No amounts were owed to Bakkt under the TSA as of June 30, 2026.
ICE Credit Facility
On August 12, 2024, Bakkt and Opco entered into a revolving credit facility with ICE (the “ICE Credit Facility”), a major shareholder, (the “Lender”), with certain subsidiaries of Bakkt party thereto from time to time, as guarantors, whereby the Lender agreed to provide a secured revolving line of credit of up to $40.0 million to the Company for working capital and general corporate purposes.
Loans under the ICE Credit Facility did not amortize. Borrowings under the ICE Credit Facility accrued interest at a rate equal to, at Opco’s election, either the secured overnight financing rate (“SOFR”) for a term of one, three or six months plus 12%, or the prime rate plus 11%.
Opco paid a commitment fee of 0.5% per annum on the daily average of the available commitment that could be borrowed, less the outstanding principal amount of all loans (excluding any capitalized interest). Loans under the ICE Credit Facility could be prepaid without penalty, subject to customary breakage costs for loans bearing interest at the term SOFR rate. Amounts repaid under the ICE Credit Facility could be reborrowed prior to the maturity date, subject to certain customary conditions set forth in the ICE Credit Facility.
On March 27, 2025, the Company drew down $5.0 million under ICE Credit Facility. On June 17, 2025, the Company, the Borrower and ICE entered into an amendment to the ICE Credit Facility to permit the issuance of a convertible debenture which has since been redeemed in full. On June 18, 2025, the Company repaid all principal and accrued interest then outstanding on the ICE Credit Facility. On July 30, 2025, the Company terminated the ICE Credit Facility and repaid all fees due thereunder through the date of termination.
The Company recognized interest expense of less than $0.1 million for the three and six months ended June 30, 2025. The effective interest rate on the ICE Credit Facility as of payoff on June 18, 2025 was 16.3%.
12.Warrants
Gyzer Warrants
In connection with the acquisition of Gyzer Inc. on May 7, 2026, the Company issued certain warrants as part of the purchase consideration and compensation arrangements. As purchase consideration, the seller received a warrant to purchase up to 50,000 shares of the Company's Class A common stock at an exercise price of $10.00 per share. The warrant vests upon the earlier of (i) the achievement of $250 million in aggregate trading volume attributable to the holder on the Company's platform during the applicable performance period, subject to an extension of the performance period if specified operating conditions relating to the Company's U.S. dollar payment capabilities are not satisfied within two months of the closing date, or (ii) the volume-weighted average price of the Company's Class A common stock equaling or exceeding $25.00 per share for 20 consecutive trading days during the performance period.
In addition, pursuant to an employment agreement entered into at closing, Gyzer's Chief Executive Officer, Daniel Charles Ishag, received an employee warrant to purchase up to 200,000 shares of the Company's Class A common stock at an exercise price of $10.00 per share. Of these warrants, 30,000 shares vest based solely on continued service over a two-year period in four equal installments of 7,500 shares on each of the six-month, one-year, eighteen-month, and two-year anniversaries of the grant date. The remaining 170,000 warrant shares vest upon the achievement of specified aggregate trading volume milestones on the Company's platform during the applicable performance period, subject to the same extension provisions related to the Company's U.S. dollar payment capabilities. The Company accounts for these warrants in accordance with the applicable guidance under U.S. GAAP based on their respective terms and conditions.
The Company evaluated the warrants issued in connection with the acquisition and related employment agreement under the guidance of ASC 480, Distinguishing Liabilities from Equity, ASC 815, Derivatives and Hedging, and, where applicable, ASC 718, Compensation—Stock Compensation. The Company concluded that the warrants qualify for equity classification and recorded them at their respective grant-date fair values. The acquisition-related warrant was included as purchase consideration, while the employee warrant is recognized as share-based compensation expense over the applicable vesting period.
Pre-Funded Warrants
Pre-Funded Warrants to purchase 2,475,201 shares of Class A Common Stock were issued in connection with the Company’s registered direct offering on February 27, 2026 (the "2026 Registered Direct Offering") and were issued pursuant to a purchase agreement with a single investor (the "2026 Pre-Funded Warrants"). The warrants were exercisable at any time at the holder’s option, either through cash payment of a nominal exercise price of $0.0001 per share or on a cashless basis. The 2026 Pre-Funded Warrants were exercised in full in April 2026.
Effective April 29, 2026, the investors holding the 2026 Pre-Funded Warrants elected to exercise them in full and purchase an aggregate 2,475,201 shares of Class A Common Stock. The Company received an immaterial amount of proceeds from the exercise of the 2026 Pre-Funded Warrants.
As discussed further in Note 13, Stockholders' Equity, in connection with the Underwriting Agreement entered into on July 28, 2025, the Company issued pre-funded warrants (the “2025 Pre-Funded Warrants”) to purchase an aggregate of 746,373 shares of the Company’s Class A common stock, par value $0.0001 per share. The 2025 Pre-Funded Warrants were issued as part of the Company’s public offering of Class A common stock and were sold at a price of $9.9999 per warrant, representing the $10.00 per share public offering price less the $0.0001 per share exercise price. Each Pre-Funded Warrant was exercisable at any time after the date of issuance until exercised in full, subject to certain ownership limitations. During the second half of 2025, 746,373 pre-funded warrants were exercised for 743,362 shares.
Public Warrants
As of June 30, 2026 and December 31, 2025, there were 7,140,383 public warrants to purchase Class A Common Stock (the "Public Warrants") outstanding. Holders of The Public Warrants can exercise 25 Public Warrants to purchase
one share of Class A Common Stock at an exercise price of $287.50 per share. The Public Warrants became exercisable on November 15, 2021. The Public Warrants will expire on October 15, 2026, or earlier upon redemption or liquidation. Bakkt may redeem the outstanding warrants when various conditions are met, such as specific stock prices, as detailed in the specific warrant agreements. The warrants are recorded as a liability and reflected as “Warrant liability” in the consolidated balance sheets.
No proceeds were received from the exercise of the Public Warrants during the six months ended June 30, 2026. During the six months ended June 30, 2025, the Company received an immaterial amount of proceeds from the exercise of the Public Warrants. From the change in fair value of the warrant liability, Bakkt recognized a gain of $0.6 million and a $0.7 million, respectively during the three and six months ended June 30, 2026. During the three and six months ended June 30, 2025, Bakkt recognized a gain of $0.2 million and a gain of $2.8 million, respectively from the change in fair value of the warrant liability.
Class 1 and Class 2 Warrants
In March and April 2024, Bakkt issued and sold Class 1 Warrants (“Class 1 Warrants”) to purchase an aggregate of 1,153,402 shares of Class A Common Stock, Class 2 Warrants (“Class 2 Warrants”) to purchase an aggregate of 1,153,402 shares of Class A Common Stock and Pre-Funded Warrants (“2024 Pre-Funded Warrants”) to purchase an aggregate of 448,742 shares of Class A Common Stock.
The Class 1 and Class 2 Warrants each have an exercise price of $25.50 and have a five-and-a-half year term. The Class 1 and Class 2 Warrants may each be exercised at any time after the 6 month anniversary of the relevant closing. The Class 2 warrant agreement contains an alternative exercise clause that entitles the holder to exchange two warrants for a share of stock if certain conditions are met. The Class 1 and Class 2 Warrants are initially recorded as a liability at fair value and reflected as “Warrant liability” in the consolidated balance sheets.
The Class 1 Warrants and Class 2 Warrants issued on April 25, 2024 were valued at $2.6 million using the Black-Scholes-Merton model for Class 1 Warrants and a binomial lattice model for the Class 2 Warrants. Prior to the second quarter of 2024, the Company used a Monte Carlo simulation to measure the fair value of the Class 2 Warrants. During the second quarter of 2024, management adopted a binomial lattice model as the valuation technique as management believes it provides a more accurate and relevant measure of the fair value of the Class 2 Warrants. The Class 1 Warrants and Class 2 Warrants issued on March 4, 2024 were valued at $27.7 million using the Black-Scholes-Merton model for Class 1 Warrants and a Monte Carlo simulation for the Class 2 Warrants.
As of June 30, 2026, Class 1 Warrants and Class 2 Warrants exercisable for 2,017,850 shares of Class A Common Stock remain outstanding. The Company recognized a gain from the change in fair value of the warrant liability associated with the Class 1 and Class 2 Warrants of $0.8 million and $5.4 million during the three and six months ended June 30, 2026. The Company recognized a loss of $8.8 million and a gain of $20.9 million, respectively firing the three and six months ended June 30, 2025.
13.Stockholders' Equity
2026 Registered Direct Offering
In the 2026 Registered Direct Offering, the Company issued 3,024,799 shares of Class A common stock at a purchase price of $8.75 per share and the 2026 Pre-Funded Warrants to purchase an aggregate of 2,475,201 shares of Class A Common Stock at a purchase price of $8.7499 per pre-funded warrant to a single investor. The 2026 Pre-Funded Warrants were exercised in full in April 2026, and as a result 2,475,201 shares of Class A Common Stock were issued in April 2026.
At-the-Market Offering
On January 16, 2026, 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 sell, from time to time, up to an aggregate sales price of $300,000,000 of its Common Stock, through the Sales Agents. Sales of Common Stock made pursuant to the Sales Agreement may be made by any method deemed to be an “at the market offering” as defined in Rule 415(a)(4) of the Securities Act of 1933, as amended, including sales made in ordinary brokers’ transactions on the New York Stock Exchange or otherwise at market prices prevailing at the time of the sale, at prices related to prevailing market prices or at negotiated prices and block trades. As of June 30, 2026, 1,990,434 shares have been sold for gross proceeds of $21.5 million and net proceeds of $20.8 million.
Up-C Collapse
On November 3, 2025, the Company completed the Reorganization. As part of the Reorganization, Bakkt formed a new holding company (“NewCo”) that replaced the Company as a listed parent company. In connection with the Reorganization, (i) holders of shares of Class A common stock, par value $0.0001 per share, of the Company (“Bakkt Class A Common Stock”) ceased to hold such shares and received an equivalent number of shares of Class A common stock, par value $0.0001 per share, of NewCo (“NewCo Class A Common Stock”) that have the same voting and economic rights as Bakkt Class A Common Stock, (ii) holders of shares of Class V common stock, par value $0.0001 per share, of the Company (“Bakkt Class V Common Stock”) ceased to hold such shares and received an equivalent number of shares of Class V common stock, par value $0.0001 per share, of NewCo (“NewCo Class V Common Stock”) that have the same voting and economic rights as the Bakkt Class V Common Stock, (iii) holders of common units in Opco, each coupled with one share of Bakkt Class V Common Stock (together, the “Paired Interests”), ceased to hold such Paired Interests and received an equivalent number of shares of NewCo Class A Common Stock, resulting in the elimination of shares of NewCo Class V Common Stock and NewCo having only one class of outstanding common stock, (iv) holders of membership units of the Management Vehicle (defined in Note 14, Share-Based Compensation) ceased to hold membership units of the Management Vehicle and received in exchange corresponding Opco Incentive Unit granted under the Opco Plan, as amended, held by the Management Vehicle, together with the share of NewCo Class V Common Stock paired therewith, and (v) holders of Opco Incentive Units, together with the share of NewCo Class V Common Stock paired therewith, ceased to hold such Opco Incentive Units and the shares of NewCo Class V Common Stock paired therewith, and received in exchange a corresponding number of validly issued, fully paid and nonassessable share of NewCo Class A Common Stock. Subsequent to the Reorganization, Bakkt has only one class of common stock. As part of the Reorganization, the assets and liabilities of Bakkt were contributed to Newco. The Reorganization was accounted for as a common control transaction. Refer to Note 10, Tax Receivable Agreement, for further details regarding the amendment of the Tax Receivable Agreement resulting from the Reorganization.
2025 Equity Offering
On July 28, 2025, the Company entered into an Underwriting Agreement (the “Underwriting Agreement”) with Clear Street LLC and Cohen & Co. Capital Markets, a division of Cohen & Company Securities, LLC (collectively, the “Underwriters”), pursuant to which the Company agreed to sell and issue to the Underwriters an aggregate of 6,753,627 shares (the “Shares”) of the Company’s Class A Common Stock, and, for certain purchasers, 746,373 2025 Pre-Funded Warrants (the “Offering”). The price to the public in the Offering was $10.00 per Share and $9.9999 per 2025 Pre-Funded Warrant, which was the price per share at which the Shares were being sold to the public in the Offering, minus the $0.0001 exercise price per Pre-Funded Warrant. See Note 10, Warrants, for further details regarding the 2025 Pre-Funded Warrants.
The Offering closed on July 30, 2025. The proceeds to the Company from the Offering were $70.4 million, net of fees to the underwriters and other offering expenses payable by the Company.
Preferred Stock
Bakkt is authorized to issue 1,000,000 shares of preferred stock with a par value of $0.0001 per share. The holders of a series of preferred stock shall be entitled only to such voting rights as shall expressly be granted thereto by the Certificate of Incorporation (including any certificate of designation relating to such series of preferred stock). As of June 30, 2026, no shares of preferred stock are outstanding.
Common Stock
Class A Common Stock
The Company is authorized to issue 560,000,000 shares with a par value of $0.0001 per share. Each holder of record of Class A Common Stock is entitled to one vote for each share of Class A Common Stock held on all matters on which stockholders generally or holders of Class A Common Stock as a separate class are entitled to vote, including the election or removal of directors (whether voting separately as a class or together with one or more classes of our capital stock). As of June 30, 2026 and December 31, 2025, there were 45,059,802 and 25,523,039 shares of Class A Common Stock issued and outstanding, respectively.
Increase of Authorized Capital
Prior to June 17, 2025, Bakkt was authorized to issue 30,000,000 shares with a par value of $0.0001 per share. On June 17, 2025, the stockholders approved an amendment to the Company's Certificate of Incorporation to increase the number of authorized shares of Class A Common Stock from 30,000,000 shares to 60,000,000 shares. On August 6, 2025, the stockholders approved an amendment to the Company's Certificate of Incorporation to increase the number of authorized shares of Class A Common Stock from 60,000,000 shares to 560,000,000 shares and, accordingly, to increase the number of authorized shares of the Company’s Common Stock from 70,000,000 to 570,000,000.
Dividends
Subject to preferences that may be applicable to any outstanding preferred stock, the holders of shares of Class A Common Stock are entitled to receive ratably such dividends, if any, as may be declared from time to time by the Company's board of directors (the "Board") out of funds legally available therefor. As of June 30, 2026, no dividends have been declared.
Liquidation
In the event of any voluntary or involuntary liquidation, dissolution or winding up of the Company's affairs, the holders of Class A Common Stock are entitled to share ratably in all assets remaining after payment of Bakkt's debts and other liabilities, subject to prior distribution rights of preferred stock or any class or series of stock having a preference over the Class A Common Stock, then outstanding, if any.
Class V Common Stock
Prior to the Reorganization, Bakkt was authorized to issue 10,000,000 shares of Class V common stock with par value $0.0001 per share (“Class V Common Stock”). These shares had no economic value but entitled the holder to one vote per share. The outstanding Class V Common Stock were exchanged for Class A Common Stock in the Reorganization, and as such, as of June 30, 2026 and December 31, 2025, there were 0 shares of Class V Common Stock issued and outstanding, respectively.
14.Share-Based and Unit-Based Compensation
The following discussion of the Company’s share-based and unit-based compensation awards includes awards related to continuing and discontinuing operations, unless otherwise clarified.
2021 Incentive Plan
Bakkt's 2021 Omnibus Incentive Plan, as amended (the “2021 Incentive Plan”), became effective on October 15, 2021. The 2021 Incentive Plan allows the Company to make equity and equity-based incentive awards to employees, non-employee directors and consultants. There are 4,014,121 shares of Class A Common Stock reserved for issuance under the 2021 Incentive Plan which can be granted as stock options, stock appreciation rights, restricted shares, restricted stock units ("RSUs"), performance stock units ("PSUs"), dividend equivalent rights and other share-based awards. No award granted under the 2021 Incentive Plan may vest earlier than the first anniversary of the date of grant, subject to limited exceptions.
Inducement Awards
In connection with Mr. Naheta’s appointment as Co-Chief Executive Officer, Mr. Naheta received (i) 1,607,717 PSUs and (2) 11,426 RSUs (together, the “Inducement Grant”). The RSUs vested on March 19, 2026. The PSUs vest over a three-year performance period based on attainment of stock price appreciation metrics that are measured based on a rolling 90-day volume weighted average price. The Inducement Grant is subject to the terms of the 2021 Incentive Plan as if granted thereunder. As of June 30, 2026, 803,861 PSUs have vested and 803,856 remain outstanding.
Stock Option Awards
On July 29, 2025, the Board and its Compensation Committee (the “Compensation Committee”) granted stock options to select members of management to purchase up to 2,000,000 shares of Class A Common Stock (the “Options”), subject to approval by the Company's shareholders, which approval was obtained on October 31, 2025. For accounting purposes, the Options were not deemed to be granted until shareholder approval was obtained on October 31, 2025. No consideration was received by the Company for the granting of the Options. Due to the limited share reserve under the 2021 Incentive Plan, the Options were approved outside the 2021 Incentive Plan. Notwithstanding the foregoing, the Options will be governed in all respects as if issued under the 2021 Incentive Plan, except with respect to the 2021 Incentive Plan’s minimum vesting requirements.
The Options are structured as a commitment by the grantee to exercise a predetermined number of Options every quarter for eight quarters (such committed number of Options, the “Mandatory Exercise Options”) at an exercise price per share of $10.00, which reflected the fair market value of a share of Class A Common Stock on the date of the grant. For each quarter in which the grantee exercises the Mandatory Exercise Options, the grantee will be entitled to exercise an additional number of Options (the “Optional Exercise Options”), which Optional Exercise Options will become exercisable for a period of one year. If a grantee does not exercise the Mandatory Exercise Options in any quarterly tranche during the applicable mandatory exercise period, then the grantee's remaining Options (in respect of the current quarterly tranche and any subsequent quarterly tranche) will be forfeited automatically. The Company’s stock option plan (the "Option Plan") permits early exercise of options, allowing the grantee to purchase shares prior to the vesting date, subject to the commencement of the first mandatory exercise period. Shares acquired through early exercise of unvested options are subject to transfer restrictions and may not be sold or otherwise disposed of until the applicable vesting conditions are satisfied. In order to further facilitate management’s continued participation and investment in Company growth, in the event that any Options are forfeited by a grantee in accordance with the forfeiture terms set forth above, the Options will be available for reallocation and future grant by the Compensation Committee to service providers of the Company, as identified by the Compensation Committee, and which subsequent grants will be in the form of stock options made on the same terms as the Options and will have an exercise price equal to or greater than fair market value as of such applicable date of grant. As of June 30, 2026, 90,005 options have been exercised for proceeds of $0.8 million.
Employment Awards
On May 7, 2026, the Company granted equity awards to Daniel Charles Ishag in connection with the Company's acquisition of Gyzer and Ishag's concurrent appointment as the Company's Chief Commercial Officer. The equity awards consist of 94,595 shares of Bakkt Class A common stock (the "Consideration Shares"), warrants exercisable for 50,000 shares of Common Stock (the "Consideration Warrants), and a warrant exercisable for 200,000 shares of Common Stock (the "Employment Agreement Warrant"). All securities are recognized as equity-based compensation in accordance with FASB ASC Topic 718, Compensation – Stock Compensation.
The Employment Agreement Warrant has two vesting components. The time-based component provides that 30,000 shares will vest ratably in four equal installments of 7,500 shares on the six-, 12-, 18-, and 24-month anniversaries of the grant date, subject to continued employment. The performance-based component provides that 170,000 shares will vest in four tranches of 42,500 shares each upon Bakkt achieving aggregate platform trading volume thresholds of $1.0 billion, $1.25 billion, $1.5 billion, and $1.75 billion, respectively, during the two-year performance period. The warrant has an exercise price of $10.00 per share, terminates in July 2028, and is subject to forfeiture if applicable vesting conditions are not met. The Company recognizes stock-based compensation expense equal to the grant date fair value of the awards over the applicable service and performance periods.
Determination of Fair Value of the Employment Awards
The Consideration Shares and Consideration Warrants were valued using Monte Carlo simulation with 100,000 trials to model whether the $25.00 price hurdle or $250 million trading volume threshold would be achieved. The Employment Agreement Warrant was valued using the Black-Scholes option pricing model. For the 30,000 time-based shares, no probability adjustment was applied. For the 170,000 performance-based shares, the model incorporated management's estimated probability of achievement for each trading volume threshold.
| | | | | | |
| Parameter | Issuance Date | |
| Stock Price | $8.55 | |
| Risk-free Rate | 3.92 | % | |
| Volatility | 105 | % | |
| Probability of $25.00 Price Hurdle | 20 | % | |
| Probability of $250M Volume Threshold | 80 | % | |
For the Employment Agreement Warrant performance-based tranches, management estimated probabilities of 55%, 50%, 45%, and 40% for the $1.0 billion, $1.25 billion, $1.5 billion, and $1.75 billion thresholds, respectively. Volatility was derived from a weighted blend of Bakkt's observed volatility since its strategic pivot (42% weighting at issuance, 46% at valuation) and top quartile guideline public company volatility (58% and 54%, respectively). Risk-free rates were based on two-year U.S. Treasury note yields, consistent with the award performance periods.
Share-Based Compensation Expense
During the three and six months ended June 30, 2026, the Company granted 232,062 and 283,777 RSUs respectively to employees and directors under the 2021 Incentive Plan. During the three and six months ended June 30, 2026 the Company granted no PSUs to employees and directors under the 2021 Incentive Plan.
During the three and six months ended June 30, 2025, Bakkt granted 160,032 and 887,881 RSUs respectively to employees and directors under the 2021 Incentive plan. During the three and six months ended June 30, 2025, Bakkt granted 1,793,873 PSUs to employees and directors under the 2021 Incentive plan.
Bakkt recorded $0.9 million and $2.0 million of share-based compensation expense related to RSUs during the three and six months ended June 30, 2026, respectively. Bakkt recorded $3.1 million and $5.7 million of share-based compensation expense related to RSUs during the three and six months ended June 30, 2025, respectively. The Company
recorded $1.2 million and $2.9 million in share-based compensation expense related to PSUs during the three and six months ended June 30, 2026, respectively. The Company recorded $2.7 million and $3.2 million of share-based compensation expense related to PSUs during the three and six months ended June 30, 2025. Share-based compensation expense for both RSUs and PSUs is included in “Compensation and benefits” in the consolidated statements of operations, except where classified as Restructuring expenses for certain accelerated vestings as described below. Due to the Option Plan’s early exercise feature, the Company recognized the full grant-date fair value of the stock options during the year ended December 31, 2025.
Unrecognized compensation expense as of June 30, 2026 and December 31, 2025 was $4.0 million and $6.5 million, respectively, for the RSUs and PSUs. The unrecognized compensation expense as of June 30, 2026 and December 31, 2025 will be recognized over a weighted-average period of 1.18 years and 0.80 years, respectively.
RSU and PSU Activity
The following tables summarize RSU and PSU activity for the six months ended June 30, 2026 and June 30, 2025 (in thousands, except per unit data):
| | | | | | | | | | | | | | | | | | | | | | | |
| RSUs and PSUs | Number of RSUs and PSUs | | Weighted Average Remaining Contractual Term (years) | | Weighted Average Grant Date Fair Value | | Aggregate Intrinsic Value |
| Outstanding as of December 31, 2024 | 1,421 | | | 1.36 | | $ | 18.17 | | | |
| Granted | 2,682 | | | | | $ | 9.92 | | | $ | 26,384 | |
| Forfeited | (287) | | | | | | | |
| Vested | (601) | | | | | | | |
| Outstanding as of June 30, 2025 | 3,215 | | | 1.23 | | $ | 11.27 | | | |
| | | | | | | |
| Outstanding as of December 31, 2025 | 1,536 | | | 0.80 | | $ | 10.41 | | | |
| Granted | 283 | | | | | $ | 9.68 | | | $ | 2,755 | |
| Forfeited | (54) | | | | | | | |
| Vested | (508) | | | | | | | |
| Outstanding as of June 30, 2026 | 1,257 | | | 1.08 | | $ | 10.60 | | | |
During the three and six months ended June 30, 2025, Bakkt recorded $1.9 million and $1.9 million, respectively of share-based compensation expense related to the accelerated vesting of awards for certain employees, primarily related to the sale of Bakkt Trust and the termination of a former executive.
Total fair value of vested RSU and PSU awards was $3.2 million and $4.8 million respectively for the three and six months ended June 30, 2026. Total fair value of vested RSU and PSU awards was $4.1 million and $6.9 million, respectively, for the three and six months ended June 30, 2025.
The fair value of the RSUs and PSUs used in determining share-based compensation expense is based on the closing price of the Company's Common Stock on the grant date for standard RSUs and PSUs. For PSUs with market conditions, fair value was determined using a Monte Carlo simulation model, along with a Geometric Brownian Motion formula to model stock price movements. The assumptions noted in the table below were used to estimate the fair value of the PSUs with market conditions.
| | | | | |
| Initial stock price | $8.71 - $12.79 |
| Expected term (years) | 2 - 3 years |
| |
| Risk free rate | 3.79% - 3.98% |
| Volatility | 125% |
| Dividend yield | 0% |
PSUs provide an opportunity for the recipient to receive a number of shares of Common Stock based on various performance metrics. Upon vesting, each PSU equals one share of Common Stock. The Company accrues compensation expense for the PSUs based on management's assessment of the probable outcome of the performance conditions. No PSUs were granted during the six months ended June 30, 2026. PSUs awarded in 2025 are subject to market-based vesting conditions tied to the Company’s stock performance. Specifically, PSUs vest based on the achievement of a target stock price, determined using the volume-weighted average price ("VWAP") of the Common Stock over a specified period. Vesting occurs only if the Company's average stock price meets or exceeds predetermined VWAP thresholds during the measurement period and in many instances the recipients must provide at least one year of service. The metrics for PSUs granted during 2024 related to the Company's performance during fiscal year 2024, as measured against objective performance goals approved by the Board. The actual number of units earned range from 0% to 150% or 200% of the target number of units depending on the metric and achievement of the 2024 performance goals. PSUs granted in 2024 vest in two equal annual installments from 2025 to 2026. The metrics for PSUs granted during 2023 related to Bakkt's performance during fiscal year 2023, as measured against objective performance goals approved by the Board. The actual number of units earned range from 0% to 150% of the target number of units depending upon achievement of the 2023 performance goals. PSUs granted in 2023 vest in three equal annual installments from 2024 to 2026.
Option Plan Activity
The following table summarizes activity under the Option Plan for the six months ended June 30, 2026. There was no activity related to the Option Plan for the six months ended June 30, 2025.
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Options | Options (000's) | | Weighted Average Exercise Price (Per Share) | | Weighted Average Remaining Contractual Term (Years) | | Aggregate Intrinsic Value ($ 000's) |
Outstanding and Exercisable at December 31, 2025 | 1,955 | | | $ | 10.00 | | | 1.75 | | $ | 78 | |
| Granted | — | | | — | | | — | | | $ | — | |
| Forfeitures | (13) | | | — | | | — | | | $ | — | |
| Exercised | (45) | | | 10.00 | | | — | | | $ | — | |
| Outstanding and Exercisable at June 30, 2026 | 1,897 | | | $ | 10.00 | | | 1.25 | | $ | — | |
| | | | | | | |
Determination of Fair Value of Stock Options
The Company estimated the fair value of the stock options granted under the Option Plan using a two-step valuation methodology. First, the Company determined the stock price at which recipients would elect not to exercise each tranche of Mandatory Options and instead forfeit all remaining unexercised Options. To estimate these inflection prices, the Company valued the remaining Optional Options using the Black-Sholes option pricing model and valued the remaining
Mandatory Options as forward contracts. Following determination of the inflection prices, the Company utilized a Monte Carlo simulation model to estimate the fair value of the Options.
The Assumptions noted in the table below were used to estimate the fair value of the stock options.
| | | | | |
| Exercise Price | $10.00 |
| Expected volatility | 95 | % |
Time to maturity (plus the time until the tranche becomes exercisable) | 1 year |
| Risk-free rate | 3.6 | % |
Opco Plan
Preferred incentive units and common incentive units (collectively, “incentive units”) represented an ownership interest in Opco and were entitled to receive distributions from Opco, subject to certain vesting conditions. Opco classified incentive units as equity awards on its consolidated balance sheets. Participation units, issued directly by Opco to Opco Plan participants, did not represent an ownership interest in Opco but rather provided Opco Plan participants the contractual right to participate in the value of Opco, if any, through either a cash payment or issuance of Common Stock upon the occurrence of certain events following vesting of the participation units. Refer to Note 13 to the consolidated financial statements included in the Company's Annual Report on Form 10-K for the year ended December 31, 2025, where the modifications to the Opco Plan are described in detail.
In connection with the Reorganization, each membership unit of Bakkt Management, LLC (the “Management Vehicle”) issued and outstanding immediately prior to the Reorganization was exchanged for the corresponding common unit of Opco (each such unit, an “Opco Incentive Unit”) granted under the Opco Plan, as amended, held by the Management Vehicle, together with the share of NewCo Class V Common Stock paired therewith, and each Opco Incentive Unit, together with the share of NewCo Class V Common Stock paired therewith, issued and outstanding immediately prior to the Reorganization was exchanged for the right to receive one validly issued, fully paid and nonassessable share of NewCo Class A Common Stock.
Incentive Unit Activity
There are no incentive units outstanding subsequent to December 31, 2025, therefore there was no incentive unit activity for the six months ended June 30, 2026. The following table summarizes common incentive unit activity under the Opco Plan for the six months ended June 30, 2025 (in thousands, except per unit data):
| | | | | | | | | | | | | | | | | | | | | | | | | | |
| | Number of Common Incentive Units | | Weighted Average Remaining Contractual Term (years) | | Weighted Average Grant Date Fair Value | | Aggregate Intrinsic Value |
| Outstanding as of December 31, 2024 | | 287 | | | 0 | | $ | 166.75 | | | $ | 47,867 | |
| Granted | | — | | | | | | | |
| Forfeited | | — | | | | | | | |
| Exchanged | | (1) | | | | | | | |
| Outstanding as of June 30, 2025 | | 286 | | | 0 | | $ | 166.75 | | | $ | 47,024 | |
The Company did not make any cash payments to settle vested participation units during the six months ended June 30, 2025.
15.Net income (loss) per share
Basic income (loss) per share is based on the weighted average number of shares of Class A Common Stock issued and outstanding. Bakkt includes pre-funded warrants in the computation of the weighted-average number of common shares outstanding for basic income (loss) per share as the exercise price is negligible and the warrants are exercisable at any time. Diluted income (loss) per share is based on the weighted average number shares of Class A Common Stock issued and outstanding and the effect of all dilutive common stock equivalents and potentially dilutive share-based awards outstanding. The potentially dilutive securities that would be anti-dilutive are not included in the calculation of diluted income (loss) per share attributable to controlling interest.
The following is a reconciliation of the denominators of the basic and diluted per share computations for net income (loss) (in thousands, except share and per share data):
| | | | | | | | | | | | | | | | | | | | | | | |
| Three Months Ended
June 30, 2026 | | Three Months Ended
June 30, 2025 | | Six Months Ended
June 30, 2026 | | Six Months Ended
June 30, 2025 |
| Net income (loss) per share: | | | | | | | |
| | | | | | | |
| Numerator – basic and diluted: | | | | | | | |
| Net income (loss) from continuing operations | $ | 80,842 | | | $ | (26,892) | | | $ | 69,191 | | | $ | (7,506) | |
| Less: Net loss from continuing operations attributable to noncontrolling interest | — | | | (13,751) | | | — | | | (3,716) | |
| Net income (loss) from continuing operations attributable to Bakkt, Inc. | 80,842 | | | (13,141) | | | 69,191 | | | (3,790) | |
| | | | | | | |
| | | | | | | |
Net loss from discontinued operations attributable to Bakkt, Inc. | — | | | (1,593) | | | — | | | (3,236) | |
| Net income (loss) attributable to Bakkt, Inc. - basic | $ | 80,842 | | | $ | (14,734) | | | $ | 69,191 | | | $ | (7,026) | |
| | | | | | | |
| | | | | | | |
| Net income (loss) attributable to Bakkt, Inc. - diluted | $ | 80,842 | | | $ | (14,734) | | | $ | 69,191 | | | $ | (7,026) | |
| | | | | | | |
| | | | | | | |
| | | | | | | |
| Denominator – basic and diluted: | | | | | | | |
| Weighted average shares outstanding – basic | 41,181,719 | | | 6,825,634 | | | 34,816,194 | | | 6,677,934 | |
| | | | | | | |
| Assumed vesting of Restricted stock units | 79,974 | | | — | | | 91,197 | | | — | |
| Assumed cashless exercise of Class II warrants | 432,325 | | — | | | 432,325 | | — | |
| Assumed exercise of Stock options | — | | | — | | | 71,064 | | — | |
| Assumed vesting of Employment warrants | — | | | — | | | 1,123 | | — | |
| Weighted average shares outstanding –diluted | 41,694,018 | | | 6,825,634 | | | 35,411,903 | | | 6,677,934 | |
| | | | | | | |
| Net income (loss) per share from continuing operations attributable to Bakkt, Inc. | $ | 1.96 | | | $ | (1.93) | | | $ | 1.99 | | | $ | (0.57) | |
Net loss per share from discontinued operations attributable to Bakkt, Inc. | — | | | (0.23) | | | — | | | (0.48) | |
| Net income (loss) per basic share attributable to Bakkt, Inc. | $ | 1.96 | | | $ | (2.16) | | | $ | 1.99 | | | $ | (1.05) | |
| Net income (loss) per diluted share attributable to Bakkt, Inc. | $ | 1.94 | | | $ | (2.16) | | | $ | 1.95 | | | $ | (1.05) | |
Potential common shares issuable to employees or directors upon exercise or conversion of shares under our share-based and unit-based compensation plans and upon exercise of warrants are excluded from the computation of diluted income (loss) per common share when the effect would be anti-dilutive.
The following table summarizes the total potential common shares excluded from diluted earnings per common share as their effect would be anti-dilutive (in thousands):
| | | | | | | | | | | | | | | | | | | | | | | |
| Three Months Ended
June 30, 2026 | | Three Months Ended
June 30, 2025 | | Six Months Ended
June 30, 2026 | | Six Months Ended
June 30, 2025 |
| Restricted Stock Units (treasury stock) | — | | | 3,215 | | | — | | | 3,215 | |
| Public warrants (treasury stock) | 286 | | | 286 | | | 286 | | | 286 | |
| | | | | | | |
| Class I warrants (treasury stock) | 1,153 | | | 1,153 | | | 1,153 | | | 1,153 | |
| Class II warrants (treasury stock) | — | | | 865 | | | — | | | 865 | |
| Convertible debentures (if-converted) | — | | | 1,912 | | | — | | | 1,912 | |
| | | | | | | |
| Opco common units (if-converted) | — | | | 7,178 | | | — | | | 7,178 | |
Market Condition PSUs (treasury stock) | 804 | | | — | | | 804 | | | — | |
Stock Options (treasury stock) | 1,898 | | | — | | | — | | | — | |
| DTR Consideration shares (treasury stock) | 726 | | | — | | | 726 | | | — | |
| Gyzer Consideration shares (treasury stock) | 345 | | | — | | | 315 | | | — | |
| Total | 5,211 | | | 14,609 | | | 3,283 | | | 14,609 | |
16.Capital Requirements
BFS holds a BitLicense from the New York Department of Financial Services ("NYDFS"), which subjects it to NYDFS’s oversight with respect to business activities conducted in New York State and with New York residents, and is required to maintain a capital balance equal to the greater of a predefined minimum amount or the sum of the required percentages established for transmitted assets, cold wallet and hot wallet custody assets, and predefined wind-down costs, or expected costs associated with the orderly wind-down of the business. BFS also has money transmitter licenses wherever its business model requires (46 states plus Washington D.C.) which require it to maintain a minimum tangible net worth. Several states have adopted the Model Money Transmission Modernization Act (“MMTMA”), which defined tangible net worth as the aggregate assets of a licensee excluding all intangible assets, less liabilities, and established a calculation for minimum tangible net worth as a percentage of total assets. For states that have not adopted the MMTMA, BFS is required to maintain tangible net worth of a minimum amount, plus the amount of customer funds held in transit.
As of June 30, 2026 and December 31, 2025, BFS was in compliance with its respective regulatory capital requirements. The minimum capital requirements to which BFS is subject may restrict its ability to transfer cash. The Company may be required to transfer cash to BFS such that it can continue to meet minimum capital requirements.
17.Commitments and Contingencies
401(k) Plan
Bakkt sponsors a 401(k) defined contribution plan covering all eligible U.S. employees. Both Company and employee contributions to the 401(k) plan are discretionary. For the three and six months ended June 30, 2026, the Company recognized approximately $0.1 million and $0.2 million respectively of matching contributions to the 401(k), which is included in "Compensation and benefits" in the consolidated statements of operations. For the three and six months ended June 30, 2025 the Company recognized approximately $0.2 million and $0.3 million, respectively of matching contributions to the 401(k), which is included in "Compensation and benefits" in the consolidated statements of operations.
Litigation
On December 15, 2025, the Company filed a complaint in the Superior Court of the State of Delaware (the "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, seeking the repayment of these amounts to the Company. The Company is seeking approximately $10.0 million and attorneys’ fees in connection with breaches of the Loyalty Business purchase agreement. On February 27, 2026, Roman filed counterclaims, and has alleged that is entitled to indemnification and compensatory damages totaling $19 million.
The Company filed a motion for judgment on the pleadings on April 10, 2026, which the Court granted on April 10, 2026. Thereafter, on June 19, 2026, Roman filed a motion for re-argument, which the Company responded to in opposition on June 26, 2026. On July 7, 2026, the Court denied Roman's motion for re-argument. On August 6, 2026, Roman filed a notice of appeal in the Supreme Court of the State of Delaware, seeking to overturn the Court's decision granting the Company's motion for judgment on the pleadings and the Court's denial of Roman's motion for re-argument. Briefing is underway.
On April 2, 2025, a putative class action (the "Class Action") complaint was filed in the U.S. District Court for the Southern District of New York against the Company and certain current and former officers. The complaint alleges that the Company made false or misleading statements and omissions of purportedly material fact, in violation of federal securities laws, in connection with disclosures relating to the non-renewal of the Company’s agreements with Webull and Bank of America N.A. The complaint seeks damages, as well as fees and costs. The Company intends to defend the matter vigorously; however, it is refraining from expressing any judgment upon the likelihood of a favorable or unfavorable outcome in this matter given the early stage of the litigation. On September 15, 2025, plaintiff filed an amended complaint. On November 14, 2025, Defendants filed a motion seeking the dismissal of all claims, which was fully briefed on February 12, 2026 and remains pending. No hearing has yet been scheduled on the motion.
On July 14, 2025, July 16, 2025, and July 18, 2025, the Company’s Board of Directors received demand letters from three shareholders (collectively, the “Demands”). These Demands are premised on the same alleged misconduct as the Class Action litigation described above, and seek (i) an internal investigation, (ii) a civil action, if applicable, and (iii) various Board actions in connection with the alleged misconduct. Defendants have asked these shareholders to pause the Board’s consideration of these Demands until resolution of Defendants’ anticipated motion to dismiss the federal securities litigation; to date, two of the three shareholders have so agreed.
Other legal and regulatory proceedings have arisen and may arise in the ordinary course of business. However, management does not believe that the resolution of these matters will have a material adverse effect on the Company's financial position, results of operations or cash flows. However, future results could be materially and adversely affected by new developments relating to the legal proceedings and claims.
Digital Assets Held on Platform
The Company is obligated to securely store digital assets that it holds for customers, a substantial portion of which are held in cold storage. As such, the Company may be liable to users of its platform for losses arising from the Company’s failure to secure digital assets from theft or loss. The Company has not incurred any losses related to such an obligation and therefore has not accrued a liability for losses as of June 30, 2026 or December 31, 2025. The Company has no reason to believe it will incur any expense associated with such potential liability because (i) it has no known or historical experience of claims to use as a basis of measurement, (ii) it accounts for and continually verifies the amount of digital assets within its control, and (iii) it has established security around custodial product private keys to minimize the risk of theft or loss.
Purchase Obligations
In December 2021, the Company entered into a four-year cloud computing arrangement which includes minimum contractual payments due to a third-party provider. Several amendments have been made to the agreement that extend the
contract. As of June 30, 2026, the Company's outstanding purchase obligations consisted of the following future minimum commitments (in thousands):
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| Payments Due by Period |
| Less than 1 year | | 1-3 years | | 3-5 years | | More than 5 years | | Total |
| Purchase obligations | $ | 2,160 | | | $ | — | | | $ | — | | | $ | — | | | $ | 2,160 | |
Transchem Warrant Exercise Commitment
In connection with the allotment of 47,500,000 warrants to subscribe for equity shares of Transchem, an Indian company listed on the BSE Limited, Opco, a subsidiary of the Company, paid 25% of the total warrant issue price upon allotment and is contractually obligated to pay the remaining 75%, or ₹56.25 per warrant, only if and when it elects to exercise the warrants (see Note 8, Investment in Transchem Limited Warrants). As of June 30, 2026, the aggregate unfunded exercise commitment, assuming exercise of all outstanding warrants, was approximately ₹2,671,875,000 (approximately $28.3 million, translated at the June 30, 2026 exchange rate).
Because the warrants are exercisable, but not mandatorily so, at Bakkt's sole discretion at any time prior to their expiration 18 months from the allotment date (through approximately December 3, 2027), this remaining exercise price represents an executory, unfunded commitment rather than a recognized liability, and is not reflected on the Company's condensed consolidated balance sheet. Bakkt is under no obligation to exercise any portion of the warrants and, should it elect not to exercise, would forfeit its rights thereunder without further payment obligation. The Company will continue to evaluate its intent with respect to exercise in light of Transchem's share price, the terms of the warrants, and the Company's liquidity, and will fund any exercise from cash on hand or other available sources at the time of exercise.
This commitment is denominated in Indian Rupees and, until settled, remains subject to foreign currency translation risk between the U.S. Dollar and the Indian Rupee.
18.Income Taxes
As a result of the business combination that caused Bakkt to become a publicly traded company in 2021, the Company acquired a controlling interest in Opco, which was treated as a partnership for U.S. federal income tax purposes, and in most applicable state and local income tax jurisdictions until the Up-C Collapse in 2025. As a partnership, Opco was not itself subject to U.S. federal and certain state and local income taxes. Any taxable income or loss generated by Opco was passed through to and included in the taxable income or loss of its partners, including the Company, on a pro rata basis. The Company's U.S. federal and state income tax expense primarily relates to the Company’s taxable income or loss and its wholly owned subsidiaries that are consolidated for U.S. GAAP purposes but separately taxed for federal, state, and foreign income tax purposes.
Bakkt's effective tax rates of 0.0% and 0.0% for the three and six months ended June 30, 2026, respectively, differ from statutory rates primarily due to the absence of taxable income to realize the Company's net operating losses and other deferred tax assets.
The Company's effective tax rates of (0.2)% and (0.8)% for the three and six months ended June 30, 2025, respectively, differ from statutory rates primarily due to the absence of taxable income to realize the Company's net operating losses and other deferred tax assets.
Deferred tax assets are reduced by a valuation allowance if, based on the weight of available evidence, it is more likely than not that some portion or all of the deferred tax assets will not be realized. The realizability of the Company's deferred tax assets, in each jurisdiction, is dependent upon the generation of future taxable income sufficient to utilize the deferred tax assets on income tax returns, including the reversal of existing temporary differences, historical and projected operating results and tax planning strategies. As of June 30, 2026 and December 31, 2025, the Company believed that it
was not more likely than not that the net deferred tax assets would be realizable and thus maintained a full valuation allowance.
The effects of uncertain tax positions are recognized in the consolidated financial statements if these positions meet a “more-likely-than-not” threshold. For those uncertain tax positions that are recognized in the consolidated financial statements, liabilities are established to reflect the portion of those positions it cannot conclude “more-likely-than-not” to be realized upon ultimate settlement. The Company had no unrecognized tax benefits or related interest and penalties accrued as of June 30, 2026 or December 31, 2025.
On July 4, 2025, the One Big Beautiful Bill Act ("OBBBA") was signed into law by President Trump. Key provisions of the Act include the reinstatement of 100% bonus depreciation, the immediate expensing of domestic research and experimentation expenditures, and modifications to the limitation on business interest deductions. The OBBBA did not have a material impact on the Company's consolidated financial statements and disclosures.
19.Leases
The Company leases real estate for office space under operating leases. There are no restrictions or covenants imposed by any of the leases, and none of the Company's leases contain material residual value guarantees.
In November 2025, Bakkt executed a Termination of Lease Agreement (the "Lease Termination") for its corporate headquarters office space in Alpharetta, Georgia. The Company recognized income of approximately $7.1 million related to the lease termination, which was recognized in Other (expense) income, net in the consolidated statements of operations.
In December 2024, the Company signed a Lease Assignment and Assumption Agreement (the “Lease Assignment”) for its New York office lease, whereby a third-party agreed to assume all the Company’s rights, title and interest in and to the lease, including but not limited to the performance by the third-party of all of the Company’s duties and obligations under the lease. The Lease Assignment was contingent upon the landlord’s consent. In January 2025, the Company signed an Assignment and Assumption of Lease with Landlord’s Consent for the New York office lease, which provided the landlord’s consent to the Lease Assignment. The Company is jointly and severally liable with the third-party assignee for the obligations under the New York office lease. For the six month period ended June 30, 2025, the Company recognized income of approximately $1.8 million related to the Lease Assignment, net of approximately $0.9 million paid to the third-party assignee under the Lease Assignment, all of which was recognized in Other (expense) income, net in the consolidated statements of operations. The Company leases office space in New York under a short-term lease.
In April 2026, the Company entered into a 24-month operating lease for office space in Atlanta, Georgia, expiring in March 2028. At commencement, the Company recorded an initial operating lease liability of $81,683 and a right-of-use (ROU) asset of $82,283, which included $600 of capitalized initial direct costs. The lease liability was measured using the Company’s incremental borrowing rate of 7.0%. Variable lease costs and refundable security deposits were excluded from the lease liability measurement.
For the three months ended June 30, 2026, operating lease expense was approximately $11,000. As of June 30, 2026, the balance of the operating lease liability was $71,792 (classified as current), and the balance of the ROU asset was $72,602.
Bakkt had a second office lease in Alpharetta, GA that expired in April 2026.
As of June 30, 2026 and December 31, 2025, the Company did not have any active finance leases.
As of June 30, 2026, the weighted average remaining lease term for the Company's operating leases was approximately 22 months, and the weighted average discount rate was 7.0%. As of December 31, 2025, the weighted average remaining lease term for the Company's operating leases was approximately 4 months, and the weighted average
discount rate was 5.0%. The Company was party to short-term leases during the three and six months ended June 30, 2026 and June 30, 2025, which resulted in less than $0.1 million of rent expense, for all periods.
20.Fair Value Measurements
Financial assets and liabilities that are measured at fair value on a recurring basis are classified as Level 1, Level 2 and Level 3 as follows (in thousands):
| | | | | | | | | | | | | | | | | | | | | | | |
| As of June 30, 2026 |
| Total | | Level 1 | | Level 2 | | Level 3 |
| Assets: | | | | | | | |
| | | | | | | |
| | | | | | | |
| Digital assets | $ | 1,215 | | | $ | — | | | $ | 1,215 | | | $ | — | |
| | | | | | | |
| Transchem Warrants | 107,906 | | | — | | | — | | | 107,906 | |
| Total Assets | $ | 109,121 | | | $ | — | | | $ | 1,215 | | | $ | 107,906 | |
| | | | | | | |
| Liabilities: | | | | | | | |
| | | | | | | |
| DTR top-up consideration | $ | 4,919 | | | $ | — | | | $ | — | | | $ | 4,919 | |
| Warrant liability - Class 1 and Class 2 warrants | $ | 10,187 | | | $ | — | | | $ | — | | | $ | 10,187 | |
| Warrant liability - public warrants | 428 | | | 428 | | | — | | | — | |
| | | | | | | |
| Total Liabilities | $ | 15,534 | | | $ | 428 | | | $ | — | | | $ | 10,192 | |
| | | | | | | | | | | | | | | | | | | | | | | |
| As of December 31, 2025 |
| Total | | Level 1 | | Level 2 | | Level 3 |
| Assets: | | | | | | | |
| | | | | | | |
| Digital assets | $ | 1,238 | | | $ | — | | | $ | 1,238 | | | $ | — | |
| Derivative assets | 3,352 | | | — | | | — | | | 3,352 | |
| | | | | | | |
| Total Assets | $ | 4,590 | | | $ | — | | | $ | 1,238 | | | $ | 3,352 | |
| | | | | | | |
| Liabilities: | | | | | | | |
| | | | | | | |
| Warrant liability - Class 1 and Class 2 warrants | $ | 15,589 | | | $ | — | | | $ | — | | | $ | 15,589 | |
| Warrant liability - public warrants | 1,143 | | | 1,143 | | | — | | | — | |
| Total Liabilities | $ | 16,732 | | | $ | 1,143 | | | $ | — | | | $ | 15,589 | |
The carrying amounts of certain financial instruments, including cash and cash equivalents, accounts receivables, unbilled accounts receivables, accounts payable and accrued liabilities, and operating lease obligations approximate their fair values due to their short-term nature. The balance of deposits with clearinghouse not invested in U.S. government securities are in the form of cash, and therefore approximate fair value.
The fair value of the Company's digital assets was determined using Level 2 inputs which included using the value of the digital asset determined as the mid-point of a bid-ask spread in the market management determined to be the principal market for the related digital assets as of June 30, 2026 and December 31, 2025.
The Transchem Warrants are not traded on an active market and are classified within Level 3 of the fair value hierarchy. Fair value is estimated using a Black-Scholes option-pricing model, with inputs including the quoted closing price of Transchem's underlying shares, the remaining contractual term, the ₹56.25 per remaining warrant exercise price, expected volatility based on Transchem's historical share-price returns over a period commensurate with the Warrants' term, and a risk-free rate derived from Indian government securities of matching maturity. Because the underlying shares are subject to a post-exercise regulatory lock-in and limited trading liquidity, the model incorporates a discount for lack of marketability (DLOM), which is also considered a significant unobservable input for purposes of this disclosure.
The following table presents the change in the fair value of the Transchem Warrants (a recurring Level 3 measurement) for the period from allotment through June 30, 2026 (in thousands): | | | | | |
| Investment in Transchem Warrants (ASC 321 – Fair Value Option) | Fair Value |
| Balance as of January 1, 2026 | $ | — | |
| Purchases (allotment date cash consideration) | 9,410 | |
| Unrealized gains included in the statement of operations | 98,496 | |
| Balance as of June 30, 2026 | $ | 107,906 | |
The following table presents quantitative information about the significant unobservable inputs used in the Level 3 fair value measurement as of June 30, 2026: | | | | | | | | | | | |
| Unobservable Input | June 30, 2026 | Valuation Technique | Directional Sensitivity* |
| Underlying share price (Transchem, BSE-listed) | ₹342.10 ($3.62) | Option-pricing (Black-Scholes) | Increase in price → increase in FV |
| Expected volatility | 58% | Historical (18-month lookback) | Increase in volatility → increase in FV |
| Risk-free interest rate | 6% | India 1yr/2yr G-Sec average | Increase in rate → increase in FV |
| Discount for lack of marketability (DLOM) | 22% | Calibrated / put-option models | Increase in discount → decrease in FV |
| Remaining contractual term | 1.39 years | Contractual | Increase in term → increase in FV |
| * Directional sensitivity reflects the isolated impact of an increase in the indicated input, holding all other inputs constant; inputs are not independent, and a change in one unobservable input is not necessarily accompanied by a change in another. |
The fair value of the Transchem Warrants is sensitive to changes in the unobservable inputs described above. Significant increases (decreases) in the underlying share price, expected volatility, or remaining contractual term, in isolation, would result in a significantly higher (lower) fair value measurement. A significant increase (decrease) in the discount for lack of marketability, in isolation, would result in a significantly lower (higher) fair value measurement. Given the regulatory lock-in restrictions applicable to the underlying shares and the limited trading liquidity of Transchem's listed equity, the DLOM applied represents a significant component of, and source of estimation uncertainty in, the fair value measurement.
Since the second quarter 2024, the Company's Class 1 Warrants and Class 2 Warrants were valued using the Black-Scholes-Merton model and a binomial lattice model, respectively, both of which utilize certain Level 3 inputs. Prior to the second quarter of 2024, the Class 1 Warrants and Class 2 Warrants were valued using the Black-Scholes-Merton model and a Monte Carlo simulation, respectively. A significant input to the Monte Carlo simulation included the volatility of movement in the price of the stock underlying the warrants, which was estimated using the historical volatility of the Company's Class A Common Stock over the contractual period of the warrant.
The significant unobservable inputs used for the fair value measurement of the Class 1 Warrants and Class 2 Warrants liabilities as of June 30, 2026 are summarized as follows:
| | | | | |
| Expected term (years) | 3.18 |
| Continuous risk-free rate | 4.1% |
| Expected volatility | 128.0% |
The Public Warrant liability is valued based on quoted prices in active markets and is classified within Level 1.
The preceding methods described may produce fair value calculations that may not be indicative of net realizable value or reflective of future fair values. Furthermore, although management believes the Company's valuation techniques are appropriate and consistent with other market participants, the use of different methodologies or assumptions to determine the fair value of certain financial instruments could result in a different fair value measurement at the reporting date.
21.Segment Reporting
The measure of segment assets is reported in the consolidated balance sheets as total assets. The CODM uses net income (loss) to allocate resources as part of the Company's annual and long-term planning processes, and to evaluate operating performance based on budget to actual results. Certain information provided to the CODM presents operating expenses on a different basis than that presented in the consolidated statements of operations.
During the three and six months ended June 30, 2026 and June 30, 2025, all material operations were within the United States. Bakkt's CODM allocates resources and assesses performance based upon financial information at the consolidated level.
The following table represents significant segment expenses provided to the CODM for the three and six months ended June 30, 2026, and June 30, 2025 (in thousands):
| | | | | | | | | | | | | | | | | | | | | | | |
| Three Months Ended June 30, 2026 | | Three Months Ended June 30, 2025 | | Six Months Ended June 30, 2026 | | Six Months Ended June 30, 2025 |
| | | | | | | |
| Total revenues | $ | 170,149 | | | $ | 568,103 | | | $ | 413,742 | | | $ | 1,633,859 | |
| | | | | | | |
| Segment expenses: | | | | | | | |
Personnel1 | $ | 4,935 | | | $ | 4,376 | | | 8,306 | | | 9,320 | |
Non-cash compensation1 | 1,892 | | | 5,790 | | | 4,697 | | | 8,857 | |
| Professional fees | 7,194 | | | 4,027 | | | 14,939 | | | 9,198 | |
| Technology | 1,450 | | | 1,270 | | | 3,024 | | | 3,188 | |
Occupancy2 | 266 | | | 584 | | | 395 | | | 1,302 | |
Marketing and promotions3 | 137 | | | 108 | | | 200 | | | 204 | |
Business insurance4 | 723 | | | 1,173 | | | 1,814 | | | 2,826 | |
| Depreciation and amortization | 1,052 | | | 154 | | | 1,118 | | | 374 | |
Other operating costs5 | 2,857 | | | 1,529 | | | 4,580 | | | 2,607 | |
| Crypto costs | 167,938 | | | 561,074 | | | 407,908 | | | 1,615,709 | |
| Execution, clearing and brokerage fees | 1,318 | | | 4,139 | | | 3,298 | | | 11,832 | |
| Total operating expenses per Consolidated Statements of Operations | $ | 189,762 | | | $ | 584,224 | | | 450,279 | | | 1,665,417 | |
| Operating loss from continuing operations | $ | (19,613) | | | $ | (16,121) | | | (36,537) | | | (31,558) | |
| Other (income) expense, net | (100,738) | | | 10,771 | | | (106,232) | | | (24,052) | |
Net income(loss) from continuing operations before equity in net earnings of affiliates | $ | 81,125 | | | $ | (26,892) | | | $ | 69,695 | | | $ | (7,506) | |
| | | | | | | |
| | | | | |
| 1 | Personnel includes payroll and benefits, excluding stock-based compensation, which is included in Non-cash compensation. Both are reported as part of Compensation and benefits on the consolidated statements of operations. |
| 2 | Occupancy includes facility related expenses such as rent and is reported as Selling, general and administrative on the consolidated statements of operations. |
| 3 | Marketing and promotions primarily consist of web-based promotional campaigns, promotional activities with clients, conferences and user events, and brand-building activities and are reported as Selling, general and administrative on the consolidated statements of operations. |
| 4 | Business insurance primarily consists of business liability insurance premiums and is recorded as Selling, general and administrative on the consolidated statements of operations. |
| 5 | Other operating costs consist primarily of Impairment charges, as well as costs that are reported as Selling, general and administrative, Other operating expenses, and Compensation and benefits on the consolidated statements of operations. |
| 6 | Other income, net consists primarily of Interest income, net, Gain from change in fair value of warrant liability, Change in the fair value of the Transchem Warrantss, Other income, net, and Income tax expense as presented in the consolidated statements of operations. |
22.Subsequent Events
The Company has evaluated subsequent events and transactions and determined that no events or transactions met the definition of a subsequent event for the purpose of recognition or disclosure in these financial statements.