Bakkt Holdings, Inc.
For the period ended Sep 30, 2025. Filed Nov 12, 2025.
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A company's report for each of its first three quarters. The financial statements are not audited. It shows how the business has moved since the last annual report, and what management says changed.
Sep 30, 2025 · Filed Nov 12, 2025
BKKT$4.30+3.1%Stored close · as of Nov 6, 2026
What changed in Management’s Discussion and Analysis?
Read the current filingPrevious report: 10-Q
Period ended 2025-06-30; filed 2025-08-11.
0001628280-25-039625
Item 2. Management’s Discussion and Analysis of Financial Condition and Results of OperationsCurrent report: 10-Q
Period ended 2025-09-30; filed 2025-11-12.
0001628280-25-051180
Item 2. Management’s Discussion and Analysis of Financial Condition and Results of OperationsThe baseline is this issuer’s latest earlier reporting period of the same form that was filed before the current report. A previous 10-Q is a different quarter, not a year-over-year comparison. Amendments are excluded.
Compared 248 previous paragraphs and 177 current paragraphs.
94 unchanged; 55 reworded; 26 added; 88 removed; 11 previous and 2 current paragraphs rearranged.
Tables are not compared: 30 previous and 30 current tables excluded. Dates, whitespace, punctuation and numbering changes are ignored; changes to financial figures remain significant.
A changed paragraph is not evidence that risk increased or decreased. An unchanged paragraph does not establish that risk stayed the same.
Added paragraphs (26)
Current report
General
Current report
Founded in 2018, Bakkt is building the backbone of next-generation financial infrastructure. We provide solutions that enable institutional participation in the digital asset economy — spanning crypto assets trading, tokenization, stablecoin payments, and artificial intelligence-driven finance. With the scale, security, and regulatory compliance demanded by global institutions, we are positioned at the center of a generational transformation in what money is, how it moves, and how markets operate.
Current report
Third-Quarter Highlights and Trends
Current report
We believe that our third-quarter results and recent actions marked a major inflection point in our transformation into a pure-play digital asset infrastructure company:
Current report
•We completed the divestiture of our Loyalty Business, completing our exit from all non-core operations;
Current report
•We streamlined our activities into trading, payments and international markets, marking a critical step in our evolution into a unified digital asset infrastructure platform;
Current report
•We simplified our capital structure through the collapse of our legacy Up-C structure, unifying all shareholders under a single class of stock; and
Current report
•We redeemed the remaining balance of the Convertible Debenture, resulting in a long term debt-free balance sheet.
Current report
Up-C Collapse
Current report
On November 3, 2025, we completed an internal reorganization to streamline our corporate structure by eliminating the Company’s umbrella partnership-C corporation (“Up-C”) structure (the “Reorganization”). As part of the Reorganization, NewCo replaced the Company as a listed holding company. In connection with the Reorganization, (i) holders of shares of Class A Common Stock ceased to hold such shares and received an equivalent number of shares of NewCo Class A Common Stock that have the same voting and economic rights as Class A Common Stock, (ii) holders of shares of Class V Common Stock ceased to hold such shares and received an equivalent number of shares of of NewCo Class V Common Stock that have the same voting and economic rights as the Bakkt Class V Common Stock, (iii) holders of 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 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 the right to receive a corresponding number of validly issued, fully paid and nonassessable share of NewCo Class A Common Stock.
Current report
Amendment to Tax Receivable Agreement & Contribution Agreement
Current report
In connection with the Reorganization, we, ICE and Mr. Naheta entered into the TRA Amendment as well as 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 NewCo in exchange for a cash payment from NewCo 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 NewCo in exchange for shares of NewCo Class A Common Stock, and (iii) ICE would further contribute such cash payable to ICE to NewCo in exchange for shares of NewCo Preferred Stock, each convertible into one share of NewCo 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 HSR Act), and further agreed that the respective obligations of ICE and Mr. Naheta, on the one hand, and NewCo, on the other hand, to transfer the foregoing cash amounts will be net-settled and offset against one another. In addition, the TRA Amendment sets 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.
Current report
Loyalty Business Sale Closing
Current report
Stock Option Awards
Current report
The crypto marketplace is rapidly evolving. The continued attractiveness of our platform to clients is contingent upon the sustained ability to innovate and expand product offerings. Meeting the evolving technological demands and capabilities required by the client base is critical for realizing continued revenue growth..
Current report
We are in the process of updating our key performance indicators (“KPIs”) to reflect the strategic direction of our crypto business and sale of the loyalty business.
Current report
We expect to continue to evolve our KPIs in future quarters.
Current report
Impairment of long-lived assets
Current report
Impairment of long-lived assets decreased by $0.3 million, or (35.5%) for the three months ended September 30, 2025 compared to the three months ended September 30, 2024. During the quarter ended September 30, 2025, we recorded impairment charges of $0.5 million related to internally developed software assets that are in the process of being replaced with upgraded trading technology.
Current report
Nine Months Ended September 30, 2025 compared to Nine Months Ended September 30, 2024
Current report
Restructuring Expenses
Current report
Net cash flows used in investing activities of $15.4 million for the nine months ended September 30, 2025 consisted of a $11.5 million equity method investment, $2.7 million for acquisition of intangible assets and the purchase of $5.1 million of available-for-sale securities, partially offset by $4.5 million of proceeds from the sale of Bakkt Trust.
Current report
Net cash flows provided by financing activities of $44.1 million for the nine months ended September 30, 2024 consisted $46.5 million of proceeds from the 2024 Concurrent Offerings, net of issuance costs, partially offset by $2.4 million tax withholding payments for vested equity awards.
Current report
In connection with the Reorganization, we, ICE and Mr. Naheta entered into the TRA Amendment as well as 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 NewCo in exchange for a cash payment from NewCo 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 NewCo in exchange for shares of NewCo Class A Common Stock, and (iii) ICE would further contribute such cash payable to ICE to NewCo in exchange for shares of NewCo Preferred Stock, each convertible into one share of NewCo 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 HSR Act), and further agreed that the respective obligations of ICE and Mr. Naheta, on the one hand, and NewCo, on the other hand, to transfer the foregoing cash amounts will be net-settled and offset against one another. In addition, the TRA Amendment sets 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.
Current report
In September 2025, we terminated use of the purchasing card facility in anticipation of the sale of the Loyalty business. Bakkt Holdings, Inc. was released as a guarantor under the commercial purchasing card facility, and our cash collateral requirement was reduced from $7.0 million to $1.5 million as security for any remaining redemption activity processed under the facility.
Current report
Adjusted EBITDA for the three months ended September 30, 2025 increased by $49.2 million or 240.6% as compared to the three months ended September 30, 2024 primarily due to $43.5 million of other income from a derivative gain and a $6.7 million reduction in compensation (excluding share-based and unit-based compensation expense), professional services, technology and selling, general and administrative expenses for the three months ended September 30, 2025 relative to the same period in the prior year.
Removed paragraphs (88)
Previous report
•"Loyalty points" means loyalty and/or reward points that are issued by clients to their customers.
Previous report
Founded in 2018, Bakkt builds technology that enables our clients to deliver new opportunities to their customers through Software as a Service (“SaaS”) and Application Programming Interface (“API”) solutions that provide crypto trading capabilities and loyalty solutions for our clients and customers. The global market for crypto, while nascent, is rapidly evolving and expanding. We believe we are well-positioned to provide innovative, multi-faceted product solutions and grow with this evolving market. Our platform is well positioned to power commerce by enabling businesses, institutions, and consumers, to better manage, transact with and monetize crypto.
Previous report
Key Market Drivers
Previous report
Market Performance
Previous report
Bitcoin's price performance has been a key indicator of this bullish sentiment. The approval of U.S. spot Bitcoin Exchange-Traded Funds (ETFs) in early 2024 was a pivotal moment, attracting significant institutional capital and contributing to a strong 2024. Bitcoin's price reached highs near $100,000, and it has continued to demonstrate resilience, with its market cap now above $1.8 trillion. This performance, while volatile, reflects a market that is fundamentally stronger and more resilient than in previous cycles.
Previous report
DTR Commercial Agreement
Previous report
On July 31, 2025, we entered into a Commercial Agreement (the “Commercial Agreement”) with Distributed Technologies Research Global Ltd. (“DTR”), which sets forth the terms and conditions governing the integration of Bakkt’s various solutions related to financial transaction processing and cryptocurrency trading with DTR’s technology related to the execution of global payments powered by stablecoins.
Previous report
Pursuant to the Commercial Agreement, DTR grants 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 is processed under the Commercial Agreement, Bakkt will be entitled to a customary fee for similar types of transactions.
Previous report
The initial term of the Commercial Agreement will be three years from the date of execution, unless terminated earlier. At any time, either party will be able to terminate the Commercial Agreement in the event of insolvency of the other party or a material breach of the other party that has not been cured. Pursuant to the terms and conditions of the Commercial Agreement, DTR will be subject to certain restrictions on its ability to provide services or technology that are competitive with the project in certain territories. The Commercial Agreement contains customary representations, warranties and covenants. The parties have also agreed to indemnify and hold each other harmless from claims alleging infringement of third-party intellectual property, gross negligence or willful misconduct, or arising from a party’s customer agreement, except these indemnification obligations to not apply with respect to any intellectual property or data that is not created or provided by the other party, combined with other products or processes not provided by the other party, or where the other party continues the alleged infringing activity.
Previous report
Common Stock and Warrant Offering
Previous report
The aggregate gross proceeds to the Company from the Offering were approximately $75 million, before deducting fees to the underwriters and other estimated offering expenses payable by the Company. We intend to use the net proceeds from the Offering to purchase Bitcoin and other digital assets in accordance with its Investment Policy, working capital, and for general corporate purposes.
Previous report
The Underwriting Agreement contains customary representations, warranties and agreements by the Company (including a lock-up agreement, pursuant to which, subject to specified exceptions, the Company has agreed not to offer or transfer Shares during the 60 day period following the date of the Underwriting Agreement), customary conditions to closing, indemnification obligations of the Company and the Underwriters, including for liabilities under the Securities Act of 1933, as amended (the “Securities Act”) and termination provisions. In connection with the Offering, the Company’s officers and directors and ICE have also entered into lock-up agreements, pursuant to which, subject to specified exceptions, they have agreed not to offer or transfer their Shares during the 90-day period following the date of the Underwriting Agreement.
Previous report
The Pre-Funded Warrants are exercisable at any time so long as the aggregate number of shares of Common Stock beneficially owned by the holder (together with its affiliates) would not exceed 4.99% of the number of Shares outstanding immediately after giving effect to the exercise, as such percentage ownership is determined in accordance with the terms of such Pre-Funded Warrant. Such percentage may be increased or decreased to any number not in excess of 9.99% at the holder’s election upon notice to the Company, any such increase not to take effect until the 61st day after notice to the Company. The Pre-Funded Warrants contain standard adjustments to the exercise price, including for stock splits, stock dividends and pro rata distributions and contain customary terms regarding the treatment of such Pre-Funded Warrants in the event of a fundamental transaction, which include but are not limited to a merger or consolidation involving the Company, a sale of all or substantially all of the assets of the Company, or a business combination resulting in any person acquiring more than 50% of the voting power of the capital stock of the Company.
Previous report
Bakkt Loyalty Solutions Exit
Previous report
In March 2025, we announced our investigation of strategic alternatives for our loyalty business as we work to realign our business with a crypto focus.
Previous report
On July 23, 2025, Opco entered into an Equity Purchase Agreement (the “Purchase Agreement”) by and among Opco, Project Labrador Holdco, LLC, a wholly owned subsidiary of Roman DBDR Technology Advisors, Inc. (the “Purchaser”), and Bridge2 Solutions, LLC, Aspire Loyalty Travel Solutions, LLC, Bridge2 Solutions Canada, Ltd., each a wholly owned subsidiary of Opco, and B2S Resale, LLC, an indirect wholly owned subsidiary of Opco (collectively, the “Acquired Companies”). Pursuant to the terms and subject to the conditions set forth in the Purchase Agreement, Opco has agreed to sell to the Purchaser all of the issued and outstanding equity interests of the Acquired Companies, which constitute the entities that conduct the loyalty and travel redemption business of the Company (the “Transaction”).
Previous report
The Purchase Agreement contains customary representations, warranties and covenants, as well as certain indemnification provisions, with respect to Opco and the Acquired Companies, on the one hand, and the Purchaser, on the other. Furthermore, in connection with the Transaction, the Company plans to enter into ancillary agreements including (i) a note issued by the Purchaser to Opco pursuant to which Opco will loan to the Purchaser an amount equal to the restricted cash held by the Acquired Entities for the lesser of 18 months or the time the agreement is terminated pursuant to which such cash is restricted, (ii) the escrow agreement described above, and (iii) a transition services agreement pursuant to which Opco and the Purchaser or their respective affiliates will provide certain transition services to one another (the “Ancillary Agreements”). Consummation of the Transaction is subject to the satisfaction or waiver of certain conditions, including, but not limited to, the execution of certain of the Ancillary Agreements, the completion by the Purchaser of certain operational integrations, and the assignment of certain contracts to the Purchaser.
Previous report
Convertible Debenture Securities Purchase Agreement
Previous report
The Convertible Debenture accrues interest on the outstanding principal balance at an annual rate equal to 0%, which will increase to an annual rate of 18% upon the occurrence of an Event of Default (as defined in the Convertible Debenture) for so long as the Event of Default remains uncured. The Convertible Debenture will mature on the first anniversary of the closing date, as may be extended at the option of the Investor (the “Maturity Date”).
Previous report
For so long as there is a balance outstanding under the Convertible Debenture, the Investor, in its sole discretion, may deliver to the Company a conversion notice (the “Conversion Notice”) to cause any portion of the outstanding and unpaid balance under the Convertible Debenture to be converted (the “Conversion Amount”) into the Company’s Class A common stock (the “Class A Common Stock”, and together with the Company’s Class V common stock, the “Common Stock”). The Conversion Amount will not exceed the balance owed under the Convertible Debenture on the date of delivery of the Conversion Notice.
Previous report
The shares of Class A Common Stock will be issued and sold to the Investor at a per share price (the “Conversion Price”) equal to the lower of (i) $14.51 per share or (ii) 97% of the lowest daily volume weighted average price during the five consecutive trading days immediately preceding the conversion date (the “Variable Price”), but which Variable Price shall not be lower than $2.418. The shares of Class A Common Stock will be issued and sold to the Investor at the Conversion Price that would be applicable to the Conversion Amount selected by the Investor if such amount were to be converted as of the date of delivery of the Conversion Notice. The amount outstanding under the Convertible Debenture will then be offset by the Conversion Amount.
Previous report
To the extent any balance remains outstanding under the Convertible Debenture on the Maturity Date, the Company will pay to the Investor such outstanding balance in cash.
Previous report
Bitcoin and Other Digital Assets Investment Policy
Previous report
In June 2025, we updated our corporate Investment Policy, enabling us to allocate capital into Bitcoin and other digital assets as part of our broader treasury and corporate strategy.
Previous report
Our updated Investment Policy is built on three strategic pillars designed to enhance long-term stockholder value and position Bakkt as a leader in the digital asset ecosystem:
Previous report
•Core allocations to Bitcoin and leading digital assets: Bakkt will allocate a portion of its treasury to Bitcoin and other top-tier cryptocurrencies, aligning with its conviction in digital assets as a store of value with long-term appreciation potential.
Previous report
•Strategic capital structure optimization: Bakkt will continue to utilize prudent strategies to enhance the Company’s capital structure while maintaining disciplined risk management.
Previous report
•Global expansion of treasury strategy through strategic jurisdictional analysis: The Company is actively evaluating global jurisdictions to deploy these strategies, leveraging the management team’s experience in respective capital markets.
Previous report
The Company may acquire Bitcoin or other digital assets, using excess cash, proceeds from future equity or debt financings, or other capital sources, subject to the Company’s updated Investment Policy. As of June 30, 2025, the Company has not purchased any Bitcoin or other digital assets pursuant to its revised Investment Policy. The timing and magnitude of any such transactions will depend on market conditions, capital market receptivity, business performance and other strategic considerations.
Previous report
On August 6, 2025, we entered into a share purchase agreement with RIZAP Group, Inc. to acquire approximately 30% of the outstanding shares of MarushoHotta Co., Ltd. (MHT), a Tokyo-listed company, for¥1,676,551,082 ($11.5 million). This investment advances our progress in launching a multinational bitcoin treasury strategy. MHT intends to seek shareholder approval to adopt a bitcoin treasury strategy.
Previous report
In July 2025, the Company acquired the Bitcoin.kr domain name.
Previous report
Bakkt Brokerage Dissolution
Previous report
Effective April 28, 2025, the Company dissolved Bakkt Brokerage.
Previous report
Bakkt Trust Exit
Previous report
On March 17, 2025, we entered into an agreement with ICE whereby ICE agreed to purchase all of the outstanding equity interests of Bakkt Trust Company LLC (“Bakkt Trust”) in exchange for $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 closed on May 15, 2025.
Previous report
Cooperation Agreement
Previous report
During the term of the Cooperation Agreement, each party will use commercially reasonable efforts to conduct its business in the normal and ordinary course, consistent with applicable laws. Pursuant to the Cooperation Agreement, Mr. Naheta will not, directly or indirectly, engage in hedging, short sales or similar activities with respect to our equity.
Previous report
Non-renewal of Key Customer Contracts
Previous report
On March 14, 2025, our largest client, Webull Pay LLC (“Webull”), notified us that it will not renew its agreement with us when it ended on June 14, 2025, although the Company continues to service a limited number of states under an amended agreement with Webull. Webull represented approximately 74% of the Company’s Crypto services revenue for the year ended December 31, 2024.
Previous report
We also received notice from Bank of America Corporation (“Bank of America”) on March 14, 2025 that Bank of America will not renew its commercial agreement with us. As a result, such agreement expired in accordance with its terms on April 22, 2025, subject to the Company’s obligation to provide transition services for up to a 12-month period. Bank of America represented approximately 16% of our loyalty business’s net revenue for the year ended December 31, 2024.
Showing the first 40 of 88 passages. Open the source sections for the rest.
Reworded paragraphs (55)
Previous wording
The following discussion and analysis of financial condition and results of operations should be read together with the accompanying consolidated financial statements and related notes thereto included elsewhere in this Quarterly Report on Form 10-Q for the quarter ended June 30, 2025 (this "Report") and in our Annual Report on Form 10-K for the fiscal year ended December 31, 2024 (our "Form 10-K"), which is incorporated herein by reference. References in this section to “we,” “us,” “our,” “Bakkt” or the “Company” and like terms refer to Bakkt Holdings, Inc. and its subsidiaries for thethree and six months ending June 30, 2025, unless the context otherwise requires. Some of the information contained in this discussion and analysis or set forth elsewhere in this Report, including information with respect to our plans and strategy for our business, includes forward-looking statements. Such forward-looking statements are based on the beliefs of our management, as well as assumptions made by, and information currently available to, our management. Actual results could differ materially from those contemplated by the forward-looking statements. Factors that could cause or contribute to such differences include, but are not limited to, those factors discussed above in “Cautionary Statement Regarding Forward-Looking Statements” and “Item 1A. Risk Factors.”
Current wording
The following discussion and analysis of financial condition and results of operations should be read together with the accompanying consolidated financial statements and related notes thereto included elsewhere in this Quarterly Report on Form 10-Q for the quarter ended September 30, 2025 (this "Report") and in our Annual Report on Form 10-K for the fiscal year ended December 31, 2024 (our "Form 10-K"), which is incorporated herein by reference. References in this section to “we,” “us,” “our,” “Bakkt” or the “Company” and like terms refer to Bakkt Holdings, Inc. and its subsidiaries for thethree and nine months ending September 30, 2025, unless the context otherwise requires. Some of the information contained in this discussion and analysis or set forth elsewhere in this Report, including information with respect to our plans and strategy for our business, includes forward-looking statements. Such forward-looking statements are based on the beliefs of our management, as well as assumptions made by, and information currently available to, our management. Actual results could differ materially from those contemplated by the forward-looking statements. Factors that could cause or contribute to such differences include, but are not limited to, those factors discussed above in “Cautionary Statement Regarding Forward-Looking Statements” and “Item 1A. Risk Factors.”
Previous wording
•"Client" means businesses with whom we contract to provide services to customers on our platform, and includes financial institutions, hedge funds, merchants, retailers, third party partners and other businesses (except in the accompanying notes to the consolidated financial statements, where we refer to revenue earned from customers, instead of clients. The term customers isin accordance with the Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) Topic 606, Revenue from Contracts with Customers.)
Current wording
•"Client" means businesses with whom we contract to provide services to customers on our platform, and includes financial institutions, hedge funds, merchants, retailers, third party partners and other businesses (except in the accompanying notes to the consolidated financial statements, where we refer to revenue earned from customers, instead of clients. The term customers isin accordance with the Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) Topic 606, Revenue from Contracts with Customers ("ASC 606").)
Previous wording
•"Customer" means an individual user of our platform. Customers include customers of our loyalty clients who use our platform to transact in loyalty points, as well as customers of our clients who transact in crypto through, and have accounts on, our platform (except as defined for ASC 606 purposes above).
Current wording
•"Customer" means an individual user of our platform. Customers include customers of our clients who transact in crypto through, and have accounts on, our platform (except as defined for ASC 606 purposes above).
Previous wording
The U.S. cryptocurrency market has undergone a significant transformation, driven by a maturing regulatory environment, increased institutional participation, and sustained retail adoption. This positive momentum creates a favorable backdrop for Bakkt's continued growth.
Current wording
The U.S. cryptocurrency market has undergone a significant transformation, driven by a maturing regulatory environment, increased institutional participation, and sustained retail adoption. This positive momentum creates a favorable backdrop for Bakkt's continued growth. Key market drivers include:
Previous wording
The consideration to be paid to Opco in connection with the Transaction is $1.00, subject to certain adjustments following the Closing (as defined in the Purchase Agreement). At the Closing, Opco shall deliver the equity of the Acquired Entities, together with an amount of cash equal to $11 million plus (i) the amount of the most negative working capital of the business that existed in the twelve months prior to the closing date and (ii) the amount of estimated indebtedness, subject to post-closing adjustments. Opco shall also place the Escrow Amount (defined below) into an escrow account, to hold funds for the indemnity obligations of Opco and the working capital adjustment and indebtedness adjustment, in each case as set forth in the Purchase Agreement and an accompanying escrow agreement. At the closing of the transaction, pursuant to an escrow agreement, Opco will deposit with the escrow agent (i) $1,000,000 into an indemnity escrow account (the “Indemnity Escrow Amount”), and (ii) $1,500,000 into a working capital adjustment escrow account (the “Adjustment Escrow Amount” and together with the Indemnity Escrow Amount, the “Escrow Amount”), in each case to be disbursed by the escrow agent in accordance with the terms of the Purchase Agreement and the escrow agreement. Subject to certain exceptions, on the applicable Escrow Termination Date (as defined in the Purchase Agreement), the escrow agent shall disburse the remaining Escrow Amount, if any. After the twelve-month anniversary of the closing date, the parties will determine whether the value of working capital delivered to the Purchaser at the Closing was greater than the greatest absolute value of working capital that existed in the twelve months following the closing date. If the value of working capital delivered to the Purchaser at the Closing was greater that such greatest absolute value, the Purchaser shall pay to Opco the difference between the value of working capital delivered to the Purchaser at the Closing and such greatest absolute value.
Current wording
On October 1, 2025, we completed the sale of the Loyalty Business to Project Labrador Holdco, LLC. At the Closing, Opco delivered the equity of the Acquired Entities, together with an amount of cash equal to $18,876,950, which consisted of an agreed amount of $9,974,000 plus (i) the amount of the most negative working capital of the business that existed in the twelve months prior to the closing date, (ii) the amount of estimated indebtedness, and (iii) agreed expenses, and minus (iv) certain deductions for amounts owed by the Purchaser to Opco, subject to post-closing adjustments. Opco also placed the Escrow Amount (defined below) into an escrow account, to hold funds for the indemnity obligations of Opco and the working capital adjustment and indebtedness adjustment, in each case as set forth in the Purchase Agreement and an accompanying escrow agreement. At the Closing of the Transaction, pursuant to an escrow agreement, Opco deposited with the escrow agent (i) $1,000,000 into an indemnity escrow account (the “Indemnity Escrow Amount”), and (ii) $1,500,000 into a working capital adjustment escrow account (the “Adjustment Escrow Amount” and together with the Indemnity Escrow Amount, the “Escrow Amount”), in each case to be disbursed by the escrow agent in accordance with the terms of the Purchase Agreement and the escrow agreement. Subject to certain exceptions, on the applicable Escrow Termination Date (as defined in the Purchase Agreement), the escrow agent shall disburse the remaining Escrow Amount, if any. After the twelve-month anniversary of the Closing, the parties will determine whether the value of working capital delivered to the Purchaser at the Closing was greater than the greatest absolute value of working capital that existed in the twelve months following the date of the Closing. If the value of working capital delivered to the Purchaser at the Closing was greater than such greatest absolute value, the Purchaser shall pay to Opco the difference between the value of working capital delivered to the Purchaser at the Closing and such greatest absolute value. In addition, at the Closing, approximately $5,000,000 in restricted cash was loaned to the Purchaser by Opco pursuant to the Purchase Agreement and unsecured subordinated promissory notes to support obligations under certain agreements of the Acquired Entities. Such notes are expected to be repaid by the Purchaser when such cash is no longer restricted.
Previous wording
In connection with the Offering, the Company’s Board of Directors and its Compensation Committee (the “Compensation Committee”) approved a one-time award of stock options to purchase up to $74.5 million worth of Common Stock (the “Options”), in the aggregate, to 10 employees. No consideration was received by the Company for the granting of the Options. Due to the limited share reserve under the Bakkt Holdings, Inc. 2021 Omnibus Employee Incentive Plan (the “Omnibus Incentive Plan”), the Options were approved by the Board of Directors outside the Omnibus Incentive Plan and are subject to stockholder approval. Notwithstanding the foregoing, the Options will be governed in all respects as if issued under the Omnibus Incentive Plan, except with respect to the Omnibus Incentive Plan’s minimum vesting requirements. Accordingly, the Compensation Committee will administer the Options and have the authority in its sole discretion to, among other actions: construe, interpret and implement the Options; amend the Options in any respect without stockholder approval; and determine the treatment of the Options in the event of a change in control of the Company.
Current wording
In connection with the Offering, on July 29, 2025, the Board and its Compensation Committee granted the Options to select members of management, subject to approval by the Company’s shareholders, which 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.
Previous wording
Consistent with the purpose of the Omnibus Incentive Plan and subject to stockholder approval, 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 set forth in the applicable award agreement, which exercise price will be equal to the value of a share of Common Stock as negotiated in the Offering, which reflects a third-party negotiated fair market value, or to the extent required to comply with Section 409A of the Internal Revenue Code, the fair market value of a share of Common Stock on the date of 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 up to two years. The grantee must personally fund the exercise price in order to exercise the Mandatory Exercise Options, as net settlement of the Mandatory Exercise Options will not be permitted. The grantee may either personally fund the exercise price in order to exercise the Optional Exercise Options or may elect to net settle the Optional Exercise Options.
Current wording
The Options are structured as a commitment by the grantee to exercise a predetermined number of Options every quarter for eight quarters (i.e., the Mandatory Exercise Options) at an exercise price per share equal to $10.00, which reflects 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 (i.e., the Optional Exercise Options), which Optional Exercise Options will become exercisable for a period of up to 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. 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 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.
Previous wording
Our ability to increase our revenue stream depends on our ability to grow clients on our platform. We collaborate with leading brands and have built an extensive network across numerous industries including financial institutions, merchants and travel and entertainment. To date, management has been focused on building through clients within a B2B2C model. Our goal is to provide these clients opportunities to leverage our capabilities either through their existing environment or by leveraging our platform. Our acquisition of Bakkt Crypto Solutions complements our B2B2C growth strategy by broadening our business partnerships to fintechs and neobanks.
Current wording
Our ability to increase revenue is dependent upon the successful growth of our client base on the platform. We collaborate with leading brands and have built an extensive network across numerous industries including financial institutions, merchants and travel and entertainment. To date, management has focused on client acquisition primarily through a business-to-business-to-consumer ("B2B2C") model. Our goal is to provide these clients with opportunities to leverage our capabilities either through their existing environment or by leveraging our platform. Our acquisition of Bakkt Crypto Solutions complements our B2B2C growth strategy by broadening our business partnerships to fintechs and neobanks.
Previous wording
The Company held cryptocurrency in custodial products on its platform for client customers totaling $1,359 million at fair value as of June 30, 2025. In accordance with the SEC Staff Accounting Bulletin No. 122, these assets are not recorded in the Company’s consolidated balance sheets. Similarly, as the Company has an obligation to securely store cryptocurrency on its platform, it had a corresponding unrecorded liability of $1,335 million as of June 30, 2025. Since the risk of loss related to the obligation to safeguard crypto assets for users of its platform is remote, the Company did not record a liability for such risk of loss as of June 30, 2025 and December 31, 2024 in the Company’s consolidated balance sheets.
Current wording
The Company held cryptocurrency in custodial products on its platform for client customers totaling $1,427.1 million at fair value as of September 30, 2025. In accordance with the SEC Staff Accounting Bulletin No. 122, these assets are not recorded in the Company’s consolidated balance sheets. Similarly, as the Company has an obligation to securely store cryptocurrency on its platform, it had a corresponding unrecorded liability of $1,427.1 million as of September 30, 2025. Since the risk of loss related to the obligation to safeguard crypto assets for users of its platform is remote, the Company did not record a liability for such risk of loss as of September 30, 2025 and December 31, 2024 in the Company’s consolidated balance sheets.
Previous wording
•Notional traded volume. We define notional traded volume as the total notional volume of transactions across crypto and loyalty platforms. The figures we use represent gross values recorded as of the order date. Notional traded volumes were $733.0 million and $1,946 million during thethree and six months ending June 30, 2025, respectively.
Current wording
•Notional traded volume. We define notional traded volume as the total notional volume of crypto transactions. The figures we use represent gross values recorded as of the order date. Notional traded volumes were $400.3 million and $2,025.3 million during thethree and nine months ending September 30, 2025, respectively.
Previous wording
•Assets under custody. We define assets under custody as the sum of coin quantities held by customers multiplied by the final quote for each coin on the last day of the period. Assets under custody were $1,335.0 and $2,301.9 millionas of June 30, 2025 and December 31, 2024, respectively.
Current wording
•Assets under custody. We define assets under custody as the sum of coin quantities held by customers multiplied by the final quote for each coin on the last day of the period. Assets under custody were $1,427.1 and $2,301.9 millionas of September 30, 2025 and December 31, 2024, respectively.
Previous wording
The following table is our consolidated statements of operationsfor the three and six months ended June 30, 2025 and June 30, 2024, respectively (in thousands, except per share data):
Current wording
The following table is our consolidated statements of operationsfor the three and nine months ended September 30, 2025 and September 30, 2024, respectively (in thousands):
Previous wording
•Revenue increased$68.0 million primarily driven by an increase in crypto trading volume compared to the prior year second quarter; and
Current wording
•Revenue increased$85.9 million primarily driven by an increase in crypto trading volume compared to the prior year third quarter; and
Previous wording
•Operating expenses increased$64.5 million primarily driven by higher crypto trading costs in connection with higher crypto trading volume compared to the prior year third quarter.
Current wording
•Operating expenses increased$86.0 million primarily driven by higher crypto trading costs in connection with higher crypto trading volume compared to the prior year third quarter.
Previous wording
•Transaction revenue. We generate transaction revenue from crypto buy/sell trades where we earn a spread on both legs of the transaction (reported gross) and through loyalty redemption volumes where we receive a percentage fee based on the volume (reported net of associated costs).
Current wording
Revenues consist of crypto revenue. We earn revenue when consumers use our services to buy, sell, and store crypto. Substantially all of our crypto services revenue transaction revenue from crypto buy/sell trades where we earn a spread on both legs of the transaction (reported gross).
Previous wording
Crypto services revenue increased by$71.0 million, or 14.3%, for the three months ended June 30, 2025 compared to the three months ended June 30, 2024. The increase was primarily driven by improved market trading volume for crypto as compared to the prior year second quarter.
Current wording
Crypto services revenue increased by$85.9 million, or 27.1%, for the three months ended September 30, 2025 compared to the three months ended September 30, 2024. The increase was primarily driven by improved market trading volume for crypto as compared to the prior year third quarter.
Previous wording
Crypto costs represent the gross value of crypto sold by our customers on our platform. These costs are measured at the executed price at the time of the trade. Crypto costs increased by$69.4 million, or 14.1%, for the three months ended June 30, 2025 compared to the three months ended June 30, 2024. The increase reflects improved crypto market trading relative to the prior year second quarter.
Current wording
Crypto costs represent the gross value of crypto sold by our customers on our platform. These costs are measured at the executed price at the time of the trade. Crypto costs increased by$84.0 million, or 26.8%, for the three months ended September 30, 2025 compared to the three months ended September 30, 2024. The increase reflects improved crypto market trading relative to the prior year third quarter.
Previous wording
Execution, clearing and brokerage fees primarily represent payments to clients in exchange for driving order flow to our platform. Execution, clearing and brokerage fees increased by$0.7 million during the three months ended June 30, 2025. The increase reflects increased crypto transaction volume as described above.
Current wording
Execution, clearing and brokerage fees primarily represent payments to clients in exchange for driving order flow to our platform. Execution, clearing and brokerage fees increased by$1.8 million during the three months ended September 30, 2025. The increase reflects increased crypto transaction volume as described above.
Previous wording
We have restructured our personnel to reduce headcount and adjusted our expense base to better align with our operational priorities and business strategy. We expect to continue to limit future hiring and further optimize our headcount as we complete development projects on our platform. Compensation and benefits expense is a significant component of our operating expenses, and we expect this will continue to be the case. However, we expect that our compensation and benefits expenses will decrease as a percentage of our revenue over time.
Current wording
We have restructured our personnel to reduce headcount and adjusted our expense base to better align with our operational priorities and business strategy.
Previous wording
Compensation and benefits decreased by $2.3 million, or 10.1%, for the three months ended June 30, 2025 compared to the three months ended June 30, 2024. The decrease was primarily due to decreases of $6.2 million in salaries and wages, and bonuses, slightly offset by an increase of $3.9 million in non-cash compensation.
Current wording
Compensation and benefits decreased by $1.8 million, or 18.1%, for the three months ended September 30, 2025 compared to the three months ended September 30, 2024. The decrease was primarily due to decreases of $6.2 million in salaries and wages, and bonuses, slightly offset by an increase of $3.9 million in non-cash compensation.
Previous wording
Professional services expense includes fees for accounting, legal and regulatory fees. Professional services increased by $0.4 million, or 11.8%, for the three months ended June 30, 2025 compared to the three months ended June 30, 2024. The increase was primarily due to an increase in strategic and transformational initiatives and transaction activity during the three months ended June 30, 2025.
Current wording
Professional services expense includes fees for accounting, legal and regulatory fees. Professional services increased by $2.1 million, or 39.4%, for the three months ended September 30, 2025 compared to the three months ended September 30, 2024. The increase was primarily due to an increase in strategic and transformational initiatives and transaction activity during the three months ended September 30, 2025.
Previous wording
Technology and communications expense also includes fees paid for access to external market data and associated licensing costs, which may be impacted by growth in electronic contract volume, our capacity requirements, changes in the number of telecommunications hubs, and connections with customers to access our electronic platforms directly. Technology and communications expense decreased by $0.8 million, or 20.5%, for the three months ended June 30, 2025 compared to the three months ended June 30, 2024. The decrease was primarily due to a decrease of $0.4 million in hosting fees, $0.2 million in software license fees, and $0.1 million in telecommunications. We expect these costs to decline in the future as we optimize our operational footprint.
Current wording
Technology and communications expense also includes fees paid for access to external market data and associated licensing costs, which may be impacted by growth in electronic contract volume, our capacity requirements, changes in the number of telecommunications hubs, and connections with customers to access our electronic platforms directly. Technology and communications expense decreased by $0.1 million, or 2.4%, for the three months ended September 30, 2025 compared to the three months ended September 30, 2024. The decrease was primarily due to a decrease of $0.4 million in hosting fees, $0.2 million in software license fees, and $0.1 million in telecommunications. We expect these costs to decline in the future as we optimize our operational footprint.
Previous wording
Selling, general and administrative costs decreased by $1.9 million, or 34.9%, for the three months ended June 30, 2025 compared to the three months ended June 30, 2024. The decrease was primarily due to a decrease of $1.8 million in general insurance compared the previous year second quarter.
Current wording
Selling, general and administrative costs decreased by $4.6 million, or 59.0%, for the three months ended September 30, 2025 compared to the three months ended September 30, 2024. The decrease was primarily due to a decrease of $1.8 million in general insurance compared the previous year third quarter.
Previous wording
Depreciation and amortization expense consists of amortization of intangible assets from business acquisitions and internally developed software and depreciation of purchased software and computer and office equipment over their estimated useful lives. Depreciation and amortization increased by $37.0 thousand, or 31.6%, for the three months ended June 30, 2025 compared to the three months ended June 30, 2024. The increase is primarily related to capitalized software development.
Current wording
Depreciation and amortization expense consists of amortization of intangible assets from business acquisitions and internally developed software and depreciation of purchased software and computer and office equipment over their estimated useful lives. Depreciation and amortization increased by $46.0 thousand, or 43.0%, for the three months ended September 30, 2025 compared to the three months ended September 30, 2024. The increase is primarily related to capitalized software development.
Previous wording
We recorded a loss of $8.6 million during the three months ended June 30, 2025 for the change in fair value on the revaluation of our warrant liabilities associated with our public warrants and the Class 1 and Class 2 warrants from the 2024 Concurrent Offerings. We recorded a loss of $15.1 million during the three months ended June 30, 2024 for the change in fair value on the revaluation of our warrant liabilities. These are non-cash losses and/or gains which are driven by fluctuations in the market price of our public warrants and valuation of our Class 1 and Class 2 warrants from the Concurrent Offerings.
Current wording
We recorded a loss of $37.2 million during the three months ended September 30, 2025 for the change in fair value on the revaluation of our warrant liabilities associated with our public warrants and the Class 1 and Class 2 warrants from the 2024 Concurrent Offerings. We recorded a loss of $20.0 million during the three months ended September 30, 2024 for the change in fair value on the revaluation of our warrant liabilities. These are non-cash losses and/or gains which are driven by fluctuations in the market price of our public warrants and valuation of our Class 1 and Class 2 warrants from the Concurrent Offerings.
Previous wording
Other (expense) income, net primarily consists of non-operating gains and losses. During the three months ended June 30, 2025, we had other expense of $2.9 million primarily related to a net loss of $2.3 million on the sale of Bakkt Trust in May 2025 and foreign currency translation. During the three months ended June 30, 2024, we had other income of $0.4 million primarily related to foreign currency translation.
Current wording
Other (expense) income, net primarily consists of non-operating gains and losses. During the three months ended September 30, 2025, we had other income of $40.9 million primarily related to $43.4 million net earnings impact related to the fair value of a derivative instrument, partially offset by a $2.6 million loss on the extinguishment of debt. During the three months ended September 30, 2024, we had other income of $0.3 million primarily related to foreign currency translation.
Previous wording
The six months ended June 30, 2025 included the following notable items relative to the six months ended June 30, 2024:
Current wording
The nine months ended September 30, 2025 included the following notable items relative to the nine months ended September 30, 2024:
Previous wording
•Revenue increased$288.3 million primarily driven by a significant increase in Crypto services revenue resulting from an increase in trading volume; and
Current wording
•Revenue increased$381.3 million primarily driven by a significant increase in Crypto services revenue resulting from an increase in trading volume; and
Previous wording
•Operating expenses increased $271.5 million primarily driven by increased crypto trading costs in conjunction with increased crypto service revenue.
Current wording
•Operating expenses increased $365.5 million primarily driven by increased crypto trading costs in conjunction with increased crypto service revenue.
Previous wording
Crypto services revenue increased by$295.4 million, or 22.1%, for the six months ended June 30, 2025 compared to the six months ended June 30, 2024. The increase was primarily driven by increased crypto trading volume.
Current wording
Crypto services revenue increased by$381.3 million, or 23.0%, for the nine months ended September 30, 2025 compared to the nine months ended September 30, 2024. The increase was primarily driven by increased crypto trading volume.
Previous wording
Crypto costs represent the gross value of crypto sold by our customers on our platform. These costs are measured at the executed price at the time of the trade. Crypto costs increased by $292.0 million, or 22.1%, for the six months ended June 30, 2025 compared to the six months ended June 30, 2024. This increase was primarily driven by increased crypto trading volume.
Current wording
Crypto costs represent the gross value of crypto sold by our customers on our platform. These costs are measured at the executed price at the time of the trade. Crypto costs increased by $376.0 million, or 23.0%, for the nine months ended September 30, 2025 compared to the nine months ended September 30, 2024. This increase was primarily driven by increased crypto trading volume.
Previous wording
Execution, clearing and brokerage fees primarily represent payments to clients in exchange for driving order flow to our platform. Execution, clearing and brokerage fees increased $2.8 million, or 31.1%, during the six months ended June 30, 2025 relative to the same period in the prior year. The increase reflects increased volume in Crypto trading revenue.
Current wording
Execution, clearing and brokerage fees primarily represent payments to clients in exchange for driving order flow to our platform. Execution, clearing and brokerage fees increased $4.6 million, or 40.7%, during the nine months ended September 30, 2025 relative to the same period in the prior year. The increase reflects increased volume in Crypto trading revenue.
Previous wording
Compensation and benefits decreased by $9.0 million, or 19.1%, for the six months ended June 30, 2025 compared to the six months ended June 30, 2024. The decrease was primarily due to decreases of $3.7 million in salaries and wages and, $3.4 million in bonuses, $0.8 in stock-based compensation, and $0.8 million in benefit related costs as the Company continues to optimize its cost structure.
Current wording
Compensation and benefits decreased by $5.2 million, or 16.7%, for the nine months ended September 30, 2025 compared to the nine months ended September 30, 2024. The decrease was primarily due to decreases of $3.7 million in salaries and wages and, $3.4 million in bonuses, $0.8 in stock-based compensation, and $0.8 million in benefit related costs as the Company continues to optimize its cost structure.
Previous wording
Professional services expense includes fees for accounting, legal and regulatory fees. Professional services increased by $2.0 million, or 27.3%, for the six months ended June 30, 2025 compared to the six months ended June 30, 2024. The increase was primarily due to increases of $1.7 million in legal and $0.8 million of other professional fees, slightly offset by a $0.5 million decrease in audit and tax fees primarily due to an increase in strategic and transformational initiatives and transaction activity during the six months ended June 30, 2025.
Current wording
Professional services expense includes fees for accounting, legal and regulatory fees. Professional services increased by $4.3 million, or 34.7%, for the nine months ended September 30, 2025 compared to the nine months ended September 30, 2024. The increase was primarily due to increases of $1.7 million in legal and $0.8 million of other professional fees, slightly offset by a $0.5 million decrease in audit and tax fees primarily due to an increase in strategic and transformational initiatives and transaction activity during the six months ended September 30, 2025.
Previous wording
Technology and communications expense decreased by $3.0 million, or 31.3%, for the six months ended June 30, 2025 compared to the six months ended June 30, 2024. The decrease was primarily due to a decrease of $1.8 million in hardware and software license fees, $0.8 million in hosting fees, and $0.3 million in telecommunications fees.
Current wording
Technology and communications expense decreased by $1.8 million, or 24.6%, for the nine months ended September 30, 2025 compared to the nine months ended September 30, 2024. The decrease was primarily due to a decrease of $1.8 million in hardware and software license fees, $0.8 million in hosting fees, and $0.3 million in telecommunications fees.
Previous wording
Selling, general and administrative costs decreased by $5.9 million, or 44.3%, for the six months ended June 30, 2025 compared to the six months ended June 30, 2024. The decrease was primarily due to a $4.1 million decrease in general insurance, $1.0 million in marketing and promotions, and a $0.6 million decrease in non-recurring vendor cost.
Current wording
Selling, general and administrative costs decreased by $9.8 million, or 49.5%, for the nine months ended September 30, 2025 compared to the nine months ended September 30, 2024. The decrease was primarily due to a $4.1 million decrease in general insurance, $1.0 million in marketing and promotions, and a $0.6 million decrease in non-recurring vendor cost.
Previous wording
Depreciation and amortization increased by $0.2 million, or 114.9%, for the six months ended June 30, 2025 compared to the six months ended June 30, 2024. The increase was primarily due to amortization associated with software development costs, as the Company continues to capitalize internally developed software development related to Bakkt Crypto.
Current wording
Depreciation and amortization increased by $0.2 million, or 87.5%, for the nine months ended September 30, 2025 compared to the nine months ended September 30, 2024. The increase was primarily due to amortization associated with software development costs, as the Company continues to capitalize internally developed software development related to Bakkt Crypto.
Previous wording
Restructuring expenses of$0.2 million during the six months ended June 30, 2025 consist of severance costs related to a reduction in force executed in the first quarter of 2025. Restructuring expenses of$7.1 million during the six months ended June 30, 2024 consisted of severance costs and accelerated vesting of non-cash compensation related to the termination of a former executive and certain other employees.
Current wording
Restructuring expenses of$5.3 million during the nine months ended September 30, 2025 consist of severance costs related to a reduction in force executed in the first quarter of 2025. Restructuring expenses of$7.5 million during the nine months ended September 30, 2024 consisted of severance costs and accelerated vesting of non-cash compensation related to the termination of a former executive and certain other employees.
Previous wording
We recorded a gain of $23.6 million during the six months ended June 30, 2025 for the change in fair value on the revaluation of our warrant liabilities associated with our public warrants and Class 1 and Class 2 warrants from the Concurrent Offerings. We recorded a loss of$6.1 million during the six months ended June 30, 2024 for the change in fair value on the revaluation of our warrant liabilities. These are non-cash losses and gains and are driven by fluctuations in the market price of our public warrants and valuation of our Class 1 and Class 2 warrants from the Concurrent Offerings.
Current wording
We recorded a gain of $13.5 million during the nine months ended September 30, 2025 for the change in fair value on the revaluation of our warrant liabilities associated with our public warrants and Class 1 and Class 2 warrants from the Concurrent Offerings. We recorded a loss of$13.9 million during the nine months ended September 30, 2024 for the change in fair value on the revaluation of our warrant liabilities. These are non-cash losses and gains and are driven by fluctuations in the market price of our public warrants and valuation of our Class 1 and Class 2 warrants from the Concurrent Offerings.
Previous wording
Other (expense) income, net primarily consists of non-operating gains and losses. During the six months ended June 30, 2025, we recognized income, net of$(1.0) million primarily related to a net gain of approximately $1.8 million on the assignment of our New York office lease, $0.6 million of sublease income on our Alpharetta headquarters lease, and $1.0 million gain on foreign currency, offset by a $2.3 million loss on the sale of Bakkt Trust. During the six months ended June 30, 2024, we recognized income of $1.2 million primarily related to foreign currency.
Current wording
Other (expense) income, net primarily consists of non-operating gains and losses. During the nine months ended September 30, 2025, we recognized income, net, of$40.9 million, a primarily related to $43.4 million net earnings impact related to the fair value of a derivative instrument, a net gain of $1.8 million on the assignment of our New York office lease, $0.6 million of sublease income on our Alpharetta headquarters lease, and $1.0 million gain on foreign currency, offset by a $2.3 million loss on the sale of Bakkt Trust and $2.6 million loss on the extinguishment of debt. During the nine months ended September 30, 2024, we recognized income of $0.9 million primarily related to foreign currency.
Showing the first 40 of 55 pairs. Open the source sections for the rest.
Rearranged current paragraphs (2)
Current report — wording carried from elsewhere
Restructuring expenses of$5.1 million during the three months ended September 30, 2025 consist of severance costs related to the May 2, 2024 reduction in force that resulted in the termination of 28 employees.
Current report — wording carried from elsewhere
We have restructured our personnel to reduce headcount and adjusted our expense base to better align with our operational priorities and business strategy.
Rearranged previous paragraphs (11)
Previous report — wording carried elsewhere
On June 17, 2025, we entered into a Securities Purchase Agreement (the “Purchase Agreement”) with YA II PN, LTD., a Cayman Islands exempt limited company (the “Investor”).
Previous report — wording carried elsewhere
On March 19, 2025, we announced that we entered into a Cooperation Agreement with Distributed Technologies Research Global Ltd (“DTR”) and Akshay Naheta, the sole stockholder of DTR (the “Cooperation Agreement”). Pursuant to the Cooperation Agreement and subject to the negotiation and execution of a definitive commercial agreement, DTR will provide us with certain exclusive payment processing technology, application programming interfaces, and infrastructure to be integrated into our platform for the enablement of global payments processing services in the jurisdictions where we or our affiliates operate. Further, and subject to the negotiation and execution of a definitive commercial agreement, Bakkt will provide DTR with access to its existing and future regulatory licenses to leverage DTR's technology infrastructure for the enablement of global payment processing.
Previous report — wording carried elsewhere
As consideration for the sale of the DTR Equity contemplated by a Put Option or a Call Option, Mr. Naheta will be entitled, in exchange for all of the DTR Equity, to a number of shares of our Class A Common Stock, par value $0.0001 per share (the “Class A Common Stock”), representing at least 19.9% and no more than 31.5%, of the aggregate of our common stock (which such total shall include the shares of the then outstanding and issued Class A Common Stock and the shares of Class A Common Stock then exchangeable for our paired interests represented by our Class V Common Stock, par value $0.0001 per share), plus the aggregate number of shares of our Class A Common Stock issuable upon full exercise or conversion of any options, warrants or other convertible or derivative securities then outstanding, on an as-converted basis, which shall not include the publicly traded warrants currently listed on the NYSE (BKKT WS) and any warrants to purchases of Class A Common Stock that are below the Bakkt Share Price (as defined below) (the “Bakkt Share Number”) subject to any DTR Adjustment (as defined below); provided that Mr. Naheta will be entitled to a “top up” of additional shares of Class A Common Stock to the extent any such public warrants are actually exercised. Any indebtedness of DTR outstanding immediately prior to the closing of a Call Option or Put Option transaction and certain transaction expenses in excess of $1.0 million incurred by or on behalf of DTR or Mr. Naheta (such amount, the “DTR Value”) shall proportionately reduce the number of shares Mr. Naheta is entitled to receive in a Put Option or Call Option transaction (the “DTR Adjustment”).
Previous report — wording carried elsewhere
If either we or Mr. Naheta shall exercise the above described Call Option or Put Option, respectively, such transaction shall be (i) executed pursuant to a customary purchase agreement that will contain representations, warranties and interim operating covenants by us, DTR and Mr. Naheta that are customary for a transaction of this nature (the “Definitive Agreement”), (ii) subject to, among other things, obtaining any required regulatory approvals, non-objections and/or similar authorizations, approval of our stockholders (including compliance with any applicable requirements of the NYSE) and Delaware law, (iii) subject to receipt by us of a fairness opinion from an independent financial advisor, (iv) subject to the execution by the parties of a definitive agreement reflecting the commercial arrangement described above, and (v) subject to our having terminated any lines of credit in effect on the date of the Cooperation Agreement and having repaid in full any indebtedness then outstanding and borrowed thereunder. The Definitive Agreement shall also provide for a clause to allow the Special Committee of our Board of Directors (the “Board”) to pursue any superior proposal for a transaction that, if consummated, would result in a change of control of Bakkt that is conditioned upon the termination of the Put Option; provided, that Bakkt will negotiate reasonably and in good faith with any prospective party to include the Put Option or have such Put Option exercised immediately prior to the closing of such proposed transaction. If, after such negotiation, the Put Option will be terminated, we will be obligated to pay Mr. Naheta a termination fee of 3.0% of the DTR Value, as determined immediately prior to the termination of the Put Option.
Previous report — wording carried elsewhere
Revenues consist of crypto and loyalty revenue. We earn revenue when consumers use our services to buy, sell, and store crypto and redeem loyalty points. We generate revenue across our platform in the following key areas:
Previous report — wording carried elsewhere
Operating expenses consist of crypto costs, execution, clearing and brokerage fees, compensation and benefits, professional services, technology and communication expenses, selling, general and administrative expenses, acquisition-related expenses, depreciation and amortization, restructuring expenses, and other operating expenses.
Previous report — wording carried elsewhere
Net cash flows provided by investing activities of $4.4 million for the six months ended June 30, 2025 consisted of proceeds from the sale of Bakkt Trust.
Previous report — wording carried elsewhere
On the date that is twelve (12) months following the date of on which we initiate processing payments using all or part of DTR’s technology (the “Call Event Deadline”), we shall have the exclusive right (such right, the “Call Option”) to require Mr. Naheta to sell, convey, transfer, assign and deliver to us 100% of the capital stock and all other equity interests of DTR (the “DTR Equity”). This Call Option may be exercised by us at any time prior to the Call Event Deadline. If we do not exercise the Call Option within the Call Event Deadline, then for a period beginning on the date of expiration of the Call Event Deadline and ending on the second anniversary of the Call Event Deadline, if DTR or Mr. Naheta receives an offer or proposal from a third-party to purchase more than 50% of the DTR Equity, then (i) Mr. Naheta shall provide written notice to us of the material financial and other terms and conditions of such offer or proposal (such notice, the “ROFR Notice”) and (ii) for a period of 15 days following receipt of the ROFR Notice, we shall have the right to purchase the DTR Equity on the same terms as set forth in the ROFR Notice (the “ROFR”). The ROFR Notice will expire in the event that (a) the terms proposed by us are not the same or as favorable as those in the ROFR Notice or (b) we exercise the ROFR pursuant to a ROFR Notice but the ROFR transaction is not consummated within 90 days following the date of the
Previous report — wording carried elsewhere
ROFR Notice, subject to certain automatic extensions for regulatory approvals, required authorizations or our stockholder approval, which such automatic extension shall not exceed 90 days.
Previous report — wording carried elsewhere
If the cumulative volume of payments processed by us utilizing DTR’s technology or otherwise facilitated by DTR’s technology infrastructure for enabling global payment processing exceeds $2 billion during any 18-month period following the date of the Cooperation Agreement (the “Put Event”), then within three years of such Put Event (the “Put Event Deadline”), Mr. Naheta shall have the right to require us to purchase, acquire and accept from Mr. Naheta the DTR Equity (the “Put Option”).
Previous report — wording carried elsewhere
The price payable by us for the DTR Equity in any such Put Option or Call Option transaction shall be the fair market value as determined by a third-party valuation from an independent valuation firm, and the price of the Class A Common Stock to be issued in a Put Option or Call Option transaction shall be equal to the volume weighted average price of the Class A Common Stock on the NYSE over the 30 consecutive trading day period ending on the trading day immediately preceding the date on which the Class A Common Stock would be issued pursuant to the Cooperation Agreement (the “Bakkt Share Price”), subject to the floor and price cap mechanisms described above.