Bakkt Holdings, Inc.

Current report

We may be unable to realize the anticipated benefits of investments and strategic transactions in connection with our international expansion strategy.

Current report

As we increase the breadth and depth of our product offering and seek to expand internationally, there can be no assurance that we will be able to realize the anticipated benefits of these and other past or future investments and strategic transactions. If our investments do not perform, those investments could become impaired and we may lose any or all of our investment. In addition, there can be no assurance that our international partners, in particular those that we do not control, such as MHT, will adopt our products, services or technology, which could impact our growth prospects.

Current report

The continuation of the U.S. federal government shutdown could adversely affect us.

Current report

Disagreement over the U.S. federal budget has caused the U.S. federal government to shut down since October 1, 2025. Although a proposed funding stopgap measure has recently been advanced in the Senate to ensure government funding through January 2026, there is no assurance that the shutdown will terminate. To the extent the bill is not enacted into law or a longer term resolution is not reached, shutdown-driven regulatory delays, including at the SEC, may continue to delay key legislative and regulatory initiatives, consultations with regulators and our ability to raise capital. These conditions may also lead to increased volatility and tighter liquidity in the markets, which may decrease transaction volumes, and negatively affect customer sentiment. Any of the foregoing, particularly if the shutdown is further prolonged, could adversely affect our business, financial condition and results of operations.

Current report

(a) On November 8, 2025, Board of Directors (the “Board”) of the Company appointed Richard Galvin to serve as a Class I director. The Board has determined that Mr. Galvin is independent and meets the applicable independence requirements of the New York Stock Exchange.

Current report

There are no transactions between the Company and Mr. Galvin that would require disclosure under Item 404(a) of Regulation S-K. There are no understandings or arrangements between Mr. Galvin or any other person pursuant to which Mr. Galvin was selected to serve as a director of the Board.

Current report

Mr. Galvin, 51, is the Co-Founder, Executive Chairman and Chief Investment Officer of Digital Asset Capital Management, a specialist institutional investment manager focused on digital assets since 2017. Mr. Galvin has more than 20 years of experience working in senior investment banking roles. From 2010 to 2016, he was the Head of Equity & Derivative Capital Markets, Australia & New Zealand at J.P. Morgan, and from 1996 to 2010, he was the Executive Director, Co-Head of Telecommunications, Media & Technology Investment Banking (Australia) at Goldman Sachs JBWere. Mr. Galvin has a unique background crossing over blue-chip traditional finance and digital assets. Mr. Galvin holds a Bachelor of Commerce in Economics from Monash University (Melbourne, Australia) and a Graduate Diploma in Applied Finance and Investment from the Australian Securities Institute.

Current report

Mr. Galvin will receive the standard non-employee director compensation for serving on the Board. The specific terms of such compensation were described in the Company’s proxy statement on Schedule 14A for the Company’s 2025 Annual Meeting of Stockholders, filed with the U.S. Securities and Exchange Commission on April 28, 2025.

Current report

In connection with the appointment of Mr. Galvin as a member of the Board, the Company has entered into an Indemnification Agreement with Mr. Galvin pursuant to which the Company has agreed to indemnify Mr. Galvin to the fullest extent permitted under Delaware law against liability that may arise by reason of her service to the Company and to advance his expenses incurred as a result of any proceeding against him to which he could be indemnified.

Current report

The foregoing description of the Indemnification Agreement is qualified in its entirety by reference to the full text of such Indemnification Agreement, the form of which is filed as Exhibit 10.7 to the Company’s Current Report on Form 8-K filed on October 21, 2021 and incorporated in this Item 5 by reference.

Current report

(b) None.

Current report

On September 10, 2025, Marc D'Annunzio, the Company’s General Counsel and Secretary, adopted a pre-arranged written stock sale plan in accordance with Rule 10b5-1 (the “D'Annunzio Rule 10b5-1 Plan”) under the Exchange Act, for the sale of shares of the Company’s Class A Common Stock. The D'Annunzio Rule 10b5-1 Plan was entered into during an open trading window in accordance with the Company’s policies regarding transactions in the Company’s securities and is intended to satisfy the affirmative defense of Rule 10b5-1(c) under the Exchange Act. The D'Annunzio Rule 10b5-1 Plan provides for the potential sale of up to 14,018 shares of the Company’s Class A Common Stock plus any shares of the Company's Class A Common Stock issuable upon vesting of restricted stock units and performance stock units granted to Mr. D'Annunzio prior to the adoption of the D'Annunzio Rule 10b5-1 Plan, so long as the market price of the Company’s Class A Common Stock is higher than certain minimum threshold prices specified in the D'Annunzio Rule 10b5-1 Plan. Sales under the D’Annunzio Rule 10b5-1 Plan can start on December 10, 2025 and last until December 31, 2026, unless earlier terminated in accordance with its terms.

Current report

On August 28, 2025, De'Ana Dow, a member of the Company’s Board of Directors, adopted a pre-arranged written stock sale plan in accordance with Rule 10b5-1 (the “Dow Rule 10b5-1 Plan”) under the Exchange Act, for the sale of shares of the Company’s Common Stock. The Dow Rule 10b5-1 Plan was entered into during an open trading window in accordance with the Company’s policies regarding transactions in the Company’s securities and is intended to satisfy the affirmative defense of Rule 10b5-1(c) under the Exchange Act. The Dow Rule 10b5-1 Plan provides for the potential sale of 40% of any shares of the Company's Class A Common Stock issuable upon vesting of restricted stock units granted to Ms. Dow prior to the adoption of the Dow Rule 10b5-1 Plan, at the then market price of the Company’s Class A Common Stock. Sales under the Dow 10b5-1 Plan can start on June 22, 2026 and last until December 22, 2026, unless earlier terminated in accordance with its terms.

Previous report

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

Previous report

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.