Bakkt Holdings, Inc.

In addition to the information set forth in this Report, you should carefully consider the risk factors and other cautionary statements described under the heading “Part I—Item 1A—Risk Factors” of our most recent Annual Report on Form 10-K and in “Part II—Item 1A—Risk Factors” of our Quarterly Report on Form 10-Q for the quarter ended March 31, 2025. In addition, you should consider the risks, uncertainties and assumptions discussed under the heading “Risk Factors Related to the Update of Our Investment Policy” in Exhibit 99.1 to our Current Report on Form 8-K filed on June 10, 2025, which is hereby incorporated by reference into this Quarterly Report on Form 10-Q. Additional risks and uncertainties not currently known to us or that we currently deem to be immaterial also may materially adversely affect our business, financial condition, or future results.

Future issuances and sales into the market of our Common Stock or other equity securities may reduce the market price of our securities.

Additional shares of our Common Stock or other equity securities may be issued and sold into the market in the future in connection with, among other things, the exercise of Options, the conversion of the Convertible Debenture into shares of Common Stock by the Investor, the exercise of the Pre-Funded Warrants sold in the Offering, future acquisitions, repayment of outstanding indebtedness or grants under the Omnibus Incentive Plan, without stockholder approval in a number of circumstances. The issuance and sale into the market of additional shares of Common Stock or other equity securities could have, among other things, one or more of the following effects: our existing stockholders’ proportionate ownership interest will decrease; the amount of cash available per share, including for payment of dividends in the future, may decrease; the relative voting strength of each previously outstanding share of our Common Stock may be diminished; and the market price of our Common Stock may decline.