Bakkt, Inc.
For the period ended Mar 31, 2026. Filed May 11, 2026.
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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.
Mar 31, 2026 · Filed May 11, 2026
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 2025-09-30; filed 2025-11-12.
0001628280-25-051180
Item 2. Management’s Discussion and Analysis of Financial Condition and Results of OperationsCurrent report: 10-Q
Period ended 2026-03-31; filed 2026-05-11.
0001628280-26-033576
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 177 previous paragraphs and 130 current paragraphs.
55 unchanged; 39 reworded; 34 added; 72 removed; 11 previous and 2 current paragraphs rearranged.
Tables are not compared: 30 previous and 16 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 (34)
Current report
Founded in 2018, Bakkt, Inc. (the “Company”) builds the backbone of next-generation digital financial infrastructure. During fiscal year 2025, the Company undertook a strategic transformation, focusing on divesting non-core assets, simplifying our corporate and capital structure, and investing in infrastructure to support our core platform. These initiatives are intended to improve our operating efficiency, align our business with our long-term strategy, and position us to scale our technology and services.
Current report
Our long-term strategy is to build and scale an integrated financial infrastructure platform through our three solutions: Bakkt Markets, Bakkt Agent, and Bakkt Global. We intend to expand our trading and payment infrastructure that enables institutions and customers to integrate and operate artificial intelligence-driven financial services through our regulated platform, and invest in entities in targeted high-growth, liquid markets. This strategy is designed to support institutional adoption of digital asset trading, cross-border payment infrastructure, and AI-enabled programmable finance.
Current report
Our solutions include:
Current report
Bakkt Markets - Bakkt Markets enables institutions to launch secure, compliant, and advanced digital asset brokerage, trading and payment capabilities through a plug-and-play regulated platform. It provides access to digital asset trading, stablecoin on- and off- ramps, custody integration, liquidity, and payment infrastructure through a unified technology stack designed to reduce the time, cost, and complexity of building these capabilities internally.
Current report
Bakkt Markets is supported by Bakkt’s regulatory licenses, compliance framework, and global settlement infrastructure, allowing customers to offer digital asset services to their end users while relying on Bakkt for trade execution, order and payment routing, funding, and operational support. This solution is designed to serve financial institutions, fintech platforms, and digital asset companies seeking to enable digital asset functionality within their existing customer experience.
Current report
Bakkt Agent -Bakkt Agent gives fintechs and consumer finance platforms programmable access to Bakkt's financial infrastructure, with direct-to-consumer offerings on the roadmap. The platform coordinates onboarding and identity verification, virtual bank account issuance, funding, stablecoin and fiat payment rails, and cross-border payouts, along with the settlement and compliance processes that sit behind them.
Current report
Bakkt Agent’s stack is composable and white-label, exposed through APIs, MCP interfaces, and conversational AI agents. Customers can plug their own AI agents into it, or use Bakkt's agents on top of it, embedding financial capabilities directly into their own products and scaling across jurisdictions and local payment networks without rebuilding the underlying regulatory and technical stack. The result is faster product deployment, operational efficiency, and the ability to scale financial services across local payment networks worldwide.
Current report
Bakkt Global - Bakkt Global enables Bakkt to expand its technology and infrastructure into certain international markets through strategic investments in high-growth, liquid markets. These investments are intended to establish a local presence in jurisdictions with established regulatory frameworks, providing Bakkt with access to licenses, regulatory permissions, and operating capabilities required to offer its brand, product and services.
Current report
First-Quarter Highlights and Trends
Current report
•We raised $67.1 million of net proceeds from the issuance of common stock and pre-funded warrants in a registered direct offering in February 2026 and through At-The-Market offerings, providing us with sufficient liquidity to execute across all three growth engines;
Current report
•On January 11, 2026, we entered into a Share Purchase Agreement (the "Purchase Agreement") to acquire Distributed Technologies Research Global Ltd. ("DTR"), a developer of agentic payments and stablecoin infrastructure. We received shareholder approval for the acquisition on April 17, 2026, and the acquisition closed on April 30, 2026. At closing, we issued an aggregate of 11,316,775 shares of Class A Common Stock to DTR's beneficial holders, with up to 725,592 additional shares issuable in connection with warrants outstanding at the date of the Purchase Agreement. See Note 10 — Stockholders' Equity and Note 20 — Subsequent Events for additional information.
Current report
•In April 2026, the Company enabled peer-to-peer ("P2P") fiat transfer functionality across the Bakkt Markets platform. This feature allows clients to offer US dollar (USD) transfers between their customers without needing to leverage traditional USD rails like ACH or wires. This cost-effective capability provides a seamless way for customers to move funds and serves as a high-retention ("sticky") product for the Company's clients. The system is now available to all Bakkt Markets users, with Swan Bitcoin currently working on onboarding.
Current report
•Building on this, the Company activated ACH push and wire transfer rails on Zaira in the same month, enabling US residents to fund the platform directly. The capability is immediately available across Bakkt Markets and Bakkt Agent without product-specific integration, reflecting the composability of the core platform.
Current report
Digital Asset Market Developments
Current report
The structural shift in the digital asset industry — the transition from a primarily speculative retail market into an emerging layer of global financial infrastructure — continued to play out during the first quarter of 2026. Institutional participation, regulatory integration, and stablecoin-based payment activity remained the defining themes of the period, even as near-term trading activity moderated from the elevated levels observed in the second half of 2025.
Current report
Implementation of the regulatory framework established in 2025 continued to advance during the quarter. Federal banking regulators and the Securities and Exchange Commission (the “SEC”) continued to operationalize the GENIUS Act, which brought payment stablecoins under a dedicated federal regime separate from the securities and commodities laws. The Act requires issuers to maintain 1:1 high-quality liquid asset backing supported by monthly reserve attestations. The compounding effect of the GENIUS Act and the SEC’s prior rescission of Staff Accounting Bulletin 121 remained visible in the quarter, as several banks and trust companies announced their entrance into or expansion of digital asset custody and settlement programs. A growing number of institutions are also issuing regulated stablecoins in alignment with GENIUS Act requirements.
Current report
Stablecoins continued to be the most visible expression of digital asset adoption in mainstream financial activity. By the close of the quarter, adjusted on-chain stablecoin transaction volume was running at an annualized pace of approximately $17.5 trillion 1. materially above 2024 levels and several multiples of comparable legacy payment networks. Major U.S. and international banks continued to integrate stablecoins into wholesale settlement workflows, and corporate treasury allocations to yield-bearing stablecoin instruments — which combine the credit profile of short-duration Treasuries with the operational characteristics of digital assets — continued to grow..
Current report
Tokenization of real-world assets (“RWA”) — including private credit, U.S. Treasury instruments, and listed equities — continued to scale during the period. The previously announced initiatives by NYSE and Nasdaq to facilitate 24/7 trading and settlement of tokenized U.S. listed equities and exchange-traded funds remained under SEC review, while tokenized money market and Treasury products attracted further institutional capital. The quarter also saw continued early-stage development of “agentic payments,” in which AI agents settle transactions autonomously over HTTP-native rails — a use case that complements our product strategy and that we expect to remain an active area of industry investment.
Current report
Notwithstanding these structural tailwinds, the digital asset industry experienced softening demand for trading services during the first quarter of 2026. Spot and derivatives trading volumes on major centralized venues moderated from the elevated levels observed during the second half of 2025, reflecting a combination of price consolidation following 2025's record highs, reduced retail participation, and macroeconomic uncertainty stemming from ongoing global trade tensions and the prevailing interest rate environment. Although institutional adoption, custody balances, and stablecoin payment volumes continued to expand, transaction-based revenue across the industry came under pressure during the period. Digital asset trading activity may remain cyclical and to be influenced by macroeconomic conditions, regulatory developments, evolving market structure, and broader risk sentiment, any of which may impact the volume and mix of activity on platforms such as ours.
Current report
February 2026 Registered Direct Offering
Current report
On February 27, 2026, we entered into a securities purchase agreement with a single investor, pursuant to which we agreed to sell and issue to the Investor an aggregate of 3,024,799 shares of the Company’s Class A common stock, par value $0.0001 per share (the “Common Stock”) and pre-funded warrants (the “Pre-Funded Warrants”) to purchase an aggregate of 2,475,201 shares of Common Stock (the “RDO”). The price in the RDO was $8.75 per share of Common
Current report
Stock and $8.7499 per Pre-Funded Warrant, which is the price per share of Common Stock in the Offering, minus the $0.0001 exercise price per Pre-Funded Warrant. The RDO closed on March 2, 2026.
Current report
The gross proceeds to the Company from the RDO were approximately $48.1 million, before deducting placement agent fees and estimated offering expenses payable by the Company. The 2026 Pre-Funded Warrants were exercised in full in April 2026. The Company received an immaterial amount of proceeds from the issuance of the 2026 Pre-Funded Warrants. The Company intends to use the net proceeds from the RDO for working capital, general corporate purposes and strategic initiatives.
Current report
At-the-Market Offering
Current report
On January 16, 2026, we 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 NYSE 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 March 31, 2026, 1,990,434 shares have been sold for gross proceeds of $21.6 million and net proceeds of $20.8 million
Current report
Distributed Technologies Research Global Ltd. Acquisition
Current report
On January 11, 2026, we entered into a Share Purchase Agreement (the “Purchase Agreement”) by and among Bakkt Opco Holdings, LLC ("Opco"), a Delaware limited liability company and a wholly owned subsidiary of the Company, the Company, Distributed Technologies Research Global Ltd., a private limited company incorporated in Cyprus (“DTR”), and Akshay Naheta. Pursuant to the terms and subject to the conditions set forth in the Purchase Agreement, the Company completed the acquisition of all of the outstanding equity interests of DTR on April 30, 2026 (the "Closing") by issuing to Mr. Naheta and other beneficial owners of DTR shares an aggregate of 11,316,775 shares of Common Stock (the "Consideration Shares"), calculated as 31.5% of the aggregate number of shares of the Common Stock outstanding immediately prior to the Closing (on an as-converted basis, excluding certain warrants), subject to a downward adjustment of 196,532 shares. Up to 725,592 additional shares of Class A Common Stock are issuable as additional Consideration Shares upon the exercise of certain outstanding warrants.
Current report
The digital asset marketplace is rapidly evolving. We believe our ability to continue innovating our platform will increase the attractiveness of our platform to clients. Our ability to meet the capability demands of our clients will allow us to continue to grow revenue.
Current report
Digital Assets Held on Platform
Current report
Crypto services revenue decreased by$822.2 million, or 77.1%, for the three months ended March 31, 2026 compared to the three months ended March 31, 2025. The decrease was primarily driven by decreased crypto trading volume primarily driven the the loss of Webull and Public as clients.
Current report
Other Income, net
Current report
In February 2026, we raised gross proceeds of approximately $48.1 million in connection with issuance of shares of Common Stock and the 2026 Pre-Funded Warrants in the RDO. See “Item 2 – Recent Developments – February 2026 Registered Direct Offering” for further details.
Current report
In January 2026, we established an at-the-market sales program (the "ATM Program") by entering 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 the Sales Agreement, 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. Gross proceeds from sales under the ATM Program in the first quarter of 2026 were $21.5 million.
Current report
Adjusted EBITDA loss for the three months ended March 31, 2026 increased by $2.0 million or 17.0% as compared to the three months ended March 31, 2025 mainly due to a decrease of $1.8 million in crypto service revenue net of crypto cost and execution, clearing and brokerage fees, and a $0.2 million loss from an equity method investment that did not occur in the prior period.
Removed paragraphs (72)
Previous 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.
Previous report
Our platform is built to operate across various crypto assets and offers clients the flexibility to choose some or all of our capabilities, and the manner in which these capabilities are enabled for consumers, based on their needs and objectives. Some clients may choose to enable our capabilities directly in their experience, while others may want a “ready-to-go” storefront and leverage capabilities such as our web-based technology. Our institutional-grade platform, born out of our former parent company, Intercontinental Exchange, Inc. (“ICE”), supports "know your customer" ("KYC"), anti-money laundering ("AML"), and other anti-fraud measures to combat financial crime.
Previous report
Third-Quarter Highlights and Trends
Previous report
•We completed the divestiture of our Loyalty Business, completing our exit from all non-core operations;
Previous 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;
Previous 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
Previous report
•We redeemed the remaining balance of the Convertible Debenture, resulting in a long term debt-free balance sheet.
Previous report
Crypto Market Developments
Previous report
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 report
•Political Shift and Pro-Innovation Policy: The current political climate is increasingly supportive of digital assets. Recent actions, including the establishment of a Strategic Bitcoin Reserve and the signing of the GENIUS Act, signal a commitment to positioning the U.S. as a global leader in blockchain innovation. The bipartisan push for the Blockchain Regulatory Certainty Act (often referred to as the 'Clarity Act') also aims to provide clear rules for non-custodial service providers, fostering a more stable environment for developers.
Previous report
•Legislative Progress: The newly enacted GENIUS Act is a landmark piece of legislation that provides a comprehensive regulatory framework for stablecoins. By mandating full reserve backing and defining stablecoins as a distinct asset class (not a security or commodity), the Act enhances consumer protection and provides the regulatory certainty needed to unlock significant growth in this sector.
Previous report
•Broadening Adoption: The market continues to see robust adoption. According to the 2025 "Security.org" report, approximately 28% of U.S. adults now own cryptocurrency, a figure that has nearly doubled since 2021. This demonstrates growing public confidence and a lasting shift in consumer behavior.
Previous report
Up-C Collapse
Previous 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.
Previous report
Amendment to Tax Receivable Agreement & Contribution Agreement
Previous 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.
Previous report
Loyalty Business Sale Closing
Previous report
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 report
Stock Option Awards
Previous report
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 report
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 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..
Previous report
Cryptocurrency Held on Platform
Previous report
•Revenue increased$85.9 million primarily driven by an increase in crypto trading volume compared to the prior year third quarter; and
Previous report
•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 report
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 report
Operating Expenses
Previous report
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, related party expenses, goodwill and intangible assets impairments, impairment of long-lived assets, restructuring charges, and other operating expenses.
Previous report
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 report
Related Party Expenses
Previous report
Related party expenses consist of fees for transition services agreements. Related party expenses decreased by $0.2 million, or(100.0%), for the three months ended September 30, 2025 compared to the three months ended September 30, 2024. The decrease was due to the termination of the ICE transition services agreement in December 2023.
Previous report
Impairment of long-lived assets
Previous 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.
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Loss from Change in Fair Value of Warrant Liability
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Other (Expense) Income, net
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Nine Months Ended September 30, 2025 compared to Nine Months Ended September 30, 2024
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Financial Summary
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Crypto Services Revenue
Previous report
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.
Showing the first 40 of 72 passages. Open the source sections for the rest.
Reworded paragraphs (39)
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 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.”
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 March 31, 2026 (this "Report") and in our Annual Report on Form 10-K for the fiscal year ended December 31, 2025 (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, Inc. and its subsidiaries for thethree months ending March 31, 2026, 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
•"Crypto" or "Crypto asset" means an asset that is built using blockchain technology, including virtual currencies (as used in the State of New York), coins, cryptocurrencies, stablecoins, and other tokens. Our platform enables transactions in certain supported crypto assets. For purposes of this Form 10-Q, we use crypto assets, virtual currency, coins, and tokens interchangeably.
Current wording
•"Digital asset" means an asset that is built using blockchain technology, including virtual currencies (as used in the State of New York), coins, cryptocurrencies, stablecoins, and other tokens. Our platform enables transactions in certain supported digital assets. For purposes of this Form 10-Q, we use digital assets, virtual currency, coins, and tokens interchangeably.
Previous 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).
Current wording
•"Customer" means an individual user of our platform. Customers include customers of our clients who transact in digital assets through, and have accounts on, our platform (except as defined for ASC 606 purposes above).
Previous wording
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 wording
We believe that our first-quarter results and recent achievements further propelled our transformation into a pure-play digital asset infrastructure company:
Previous 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.
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, wealth management, payments and digital asset exchanges. To date, management has focused on building through clients within 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.
Previous wording
The crypto marketplace is highly competitive with numerous participants competing for the same clients. Additionally, some of our clients may seek to develop their own technology to replace their need for our platform. We believe we are well positioned with our ability to provide capabilities around emerging crypto assets on a single, highly secure, institutional-grade technology platform.
Current wording
The digital asset marketplace is highly competitive with numerous participants competing for the same clients. Additionally, some of our clients may seek to develop their own technology to replace their need for our platform. We believe we are well positioned with our ability to provide capabilities around emerging digital assets on a single, highly secure, institutional-grade technology platform.
Previous wording
Our performance is impacted by the strength of the overall macroeconomic environment and crypto market conditions, which are beyond our control. Negative market conditions hinder client activity, including extended decision timelines around implementing crypto strategies. See"Crypto Market Developments" above.
Current wording
Our performance is impacted by the strength of the overall macroeconomic environment and digital assets market conditions, which are beyond our control. Negative market conditions hinder client activity, including extended decision timelines around implementing digital asset strategies. See"Digital Asset Market Developments" above.
Previous wording
We are seeking to bring trust and transparency tocrypto. We are and will continue to be subject to laws and regulations relating to the collection, use, retention, security, and transfer of information, including the personally identifiable information of our clients and all of the users in the information chain. We have developed and frequently evaluate and update our compliance models to ensure that we are complying with applicable restrictions.
Current wording
We are seeking to bring trust and transparency to digital assets. We are and will continue to be subject to laws and regulations relating to the collection, use, retention, security, and transfer of information, including the personally identifiable information of our clients and all of the users in the information chain. We have developed and frequently evaluate and update our compliance models to ensure that we are complying with applicable restrictions.
Previous wording
As investment continues, the intersection of technology and finance will require ongoing engagement as new applications emerge. Crypto asset and distributed ledger technology have significant, positive potential with proper collaboration between industry and regulators.
Current wording
As investment continues, the intersection of technology and finance will require ongoing engagement as new applications emerge. We believe digital assets and distributed ledger technology have significant, positive potential with proper collaboration between industry and regulators.
Previous 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.
Current wording
The Company held digital assets in custodial products on its platform for client customers totaling $744.6 million at fair value as of March 31, 2026. 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 digital assets on its platform, it had a corresponding unrecorded liability of $744.6 million as of March 31, 2026. Since the risk of loss related to the obligation to safeguard digital assets for users of its platform is remote, the Company did not record a liability for such risk of loss as of March 31, 2026 and December 31, 2025 in the Company’s consolidated balance sheets.
Previous wording
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 wording
We are in the process of updating our key performance indicators (“KPIs”) to reflect the strategic direction of our digital asset business and sale of the loyalty business.
Previous 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.
Current wording
•Notional traded volume. We define notional traded volume as the total notional volume of digital asset transactions. The figures we use represent gross values recorded as of the order date. Notional traded volumes was $241.2 million during thethree months ending March 31, 2026.
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 $1,427.1 and $2,301.9 millionas of September 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 $744.6 and $911.5 millionas of March 31, 2026 and December 31, 2025, respectively.
Previous 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):
Current wording
The following table is our consolidated statements of operationsfor the three months ended March 31, 2026 and March 31, 2025, respectively (in thousands):
Previous wording
•Revenue increased$381.3 million primarily driven by a significant increase in Crypto services revenue resulting from an increase in trading volume; and
Current wording
•Revenue decreased$822.2 million primarily driven by a significant decrease in Crypto services revenue resulting from an decrease in trading volume primarily as a result of the loss of Webull and Public as clients; and
Previous wording
•Operating expenses increased $365.5 million primarily driven by increased crypto trading costs in conjunction with increased crypto service revenue.
Current wording
•Operating expenses decreased $820.7 million primarily driven by decreased crypto trading costs in conjunction with decreased crypto service revenue.
Previous 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).
Current wording
Revenues are derived from the provision of digital asset services. We earn revenue when consumers use our services to buy, sell, and store digital assets. Substantially all of our Crypto services revenue is transaction revenue from digital asset buy/sell trades where we earn a spread on both legs of the transaction (reported gross).
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 $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.
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 decreased by $814.7 million, or 77.2%, for the three months ended March 31, 2026 compared to the three months ended March 31, 2025. This decrease was primarily driven by decreased 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 $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.
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 decreased $5.7 million, or 74.3%, during the three months ended March 31, 2026 relative to the same period in the prior year. The decrease reflects decreased Crypto trading volume.
Previous 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.
Current wording
Compensation and benefits decreased by $1.2 million, or 15.2%, for the three months ended March 31, 2026 compared to the three months ended March 31, 2025. The decrease was primarily due to decreases of $1.1 million in salaries, wages, benefits and contract labor, slightly offset by $0.4 million in recruitment compared to the same period last year.
Previous 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.
Current wording
Professional services expense includes fees for accounting, legal and regulatory fees. Professional services increased by $2.6 million, or 49.8%, for the three months ended March 31, 2026 compared to the three months ended March 31, 2025. The increase was primarily due to an increase in legal fees, mainly in relation to strategic and transformational initiatives.
Previous 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.
Current wording
Technology and communications expense decreased by $0.2 million, or 8.6%, for the three months ended March 31, 2026 compared to the three months ended March 31, 2025. The decrease was primarily due to a decrease in hardware and software license fees.
Previous wording
Selling, general and administrative expenses include marketing, advertising, business insurance, rent and occupancy, bank service charges, dues and subscriptions, travel and entertainment, and other general and administrative costs. Our marketing activities primarily consist of web-based promotional campaigns, promotional activities with clients, conferences and user events, and brand-building activities. Selling, general and administrative expenses do not include any headcount cost, which is reflected in "Compensation and benefits" on the consolidated statements of operations. We expect these costs will decrease as a percentage of our revenue in future years as we gain improved operating leverage from our projected revenue growth.
Current wording
Selling, general and administrative expenses include marketing, advertising, business insurance, rent and occupancy, bank service charges, dues and subscriptions, travel and entertainment, and other general and administrative costs. Our marketing activities primarily consist of web-based promotional campaigns, promotional activities with clients, conferences and user events, and brand-building activities. Selling, general and administrative expenses do not include any headcount cost, which is reflected in Compensation and benefits on the consolidated statements of operations.
Previous 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.
Current wording
Selling, general and administrative costs decreased by $1.1 million, or 32.4%, for the three months ended March 31, 2026 compared to the three months ended March 31, 2025. The decrease was primarily due to a $0.6 million decrease in occupancy cost and $0.5 million decrease in insurance cost.
Previous 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.
Current wording
Depreciation and amortization decreased by $0.2 million, or 70.0%, for the three months ended March 31, 2026 compared to the three months ended March 31, 2025. The decrease was primarily due to decreased amortization associated with software development costs for in service software. The Company continues to capitalize internally developed software development related to Bakkt Markets and Bakkt Agent that are not yet in service and are expected to result in increased depreciation and amortization in future periods.
Previous wording
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 wording
Restructuring expenses of$0.2 million during the three months ended March 31, 2025 consisted of severance costs related to a reduction in force executed in the first quarter of 2025.
Previous 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.
Current wording
We recorded a gain of $4.7 million during the three months ended March 31, 2026 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. We recorded a gain of$32.2 million during the three months ended March 31, 2025 for the change in fair value on the revaluation of our warrant liabilities. These are non-cash gains and are driven by fluctuations in the market price of our public warrants and valuation of our Class 1 and Class 2 warrants.
Previous 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.
Current wording
Other income, net primarily consists of non-operating gains and losses. During the three months ended March 31, 2026, we recognized income, net, of$1.3 million in gains connected to settlements of derivative assets, offset by $0.5 million of sublease commission expense associated with a lease extinguishment. During the three months ended March 31, 2025, we recognized income of $2.0 million primarily related to a net gain of approximately $1.8 million on the assignment of our New York office lease.
Previous wording
Income tax expense during the nine months ended September 30, 2025 and September 30, 2024 primarily consists of current state tax expense related to certain state jurisdictions wherein we are required to file income tax returns during the period.
Current wording
Income tax expense during the three months ended March 31, 2026 and March 31, 2025 primarily consists of current state tax expense related to certain state jurisdictions wherein we are required to file income tax returns during the period.
Previous wording
As of September 30, 2025, we had $58.3 million and $6.1 million of cash and cash equivalents and restricted cash, respectively. Cash and cash equivalents consist of cash deposits at banks and money market funds. Restricted cash is held to satisfy certain minimum capital requirements pursuant to regulatory requirements, or as collateral for insurance contracts and our purchasing card facility.
Current wording
As of March 31, 2026, we had $80.0 million and $2.6 million of cash and cash equivalents and restricted cash, respectively. Cash and cash equivalents consist of cash deposits at banks and money market funds. Restricted cash is held to satisfy certain minimum capital requirements pursuant to regulatory requirements, or as collateral for insurance contracts.
Previous wording
We intend to use our unrestricted cash, inclusive of the proceeds from the Private Placement and Offering, to complete the sale of the Loyalty Business and to fund our day-to-day operations, including, but not limited to funding our regulatory capital requirements, compensating balance arrangements and other similar commitments, each of which is subject to change, and as available (i) activate new crypto clients, (ii) maintain our product development efforts, and (iii) optimize our technology infrastructure and operational support. We utilized $23.8 million of unrestricted cash, and transferred $3.1 million of restricted cash, to complete the sale of the Loyalty Business on October 1, 2025. We continue to evaluate our headcount and expense base. 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. In addition, we may in the future enter into arrangements to acquire or invest in complementary businesses, services, technologies or intellectual property rights. However, except with respect to our potential acquisition of DTR pursuant to the Cooperation Agreement, we have no agreements or commitments with respect to any such acquisitions or investments at this time. Management believes that the Company's cash and cash equivalents will be sufficient to fund Bakkt's operations for 12 months from the date of these financial statements are issued.
Current wording
We intend to use our unrestricted cash, inclusive of the proceeds from the RDO and from sales under the ATM Program, for working capital and general corporate purposes, including, but not limited to funding our regulatory capital requirements, compensating balance arrangements and other similar commitments, each of which is subject to change, and as available (i) activate new digital asset clients, (ii) maintain our product development efforts, and (iii) optimize our technology infrastructure and operational support. We continue to evaluate our headcount and expense base. 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. In addition, we may in the future enter into arrangements to acquire or invest in complementary businesses, services, technologies or intellectual property rights. However, except with respect to our acquisition of DTR, we have no agreements or commitments with respect to any such acquisitions or investments at this time. Management believes that the Company's cash and cash equivalents will be sufficient to fund Bakkt's operations for 12 months from the date of these financial statements are issued.
Previous wording
Net cash flows used in operating activities of $52.6 million for the nine months ended September 30, 2024 was primarily related to our net loss of $63.1 million, offset by net cash inflows resulting from changes in our operating assets and liabilities of $9.2 million and non-cash charges of $1.3 million. Net cash inflows from changes in our operating assets and liabilities for the nine months ended September 30, 2024 resulted primarily from a$18.6 million increase in customer funds and a decrease in prepaid insurance of $7.4 million, partially offset by a decrease of accounts payable and accrued liabilities of $13.5 million. The non-cash charges primarily consisted of share-based compensation of $13.0 million, gain from change in fair value of warrant liability of$(13.9) million, and non-cash lease expense of$1.0 million.
Current wording
Net cash flows used in operating activities of $12.1 million for the three months ended March 31, 2026 was primarily driven by the net loss of$11.7 million, adjusted for the $4.7 million non-cash gain resulting from the change in warrant liabilities, partially offset by cash inflows resulting from the change in our operating assets and liabilities of $0.6 million, a non cash loss of $0.5 million resulting from the change in fair value of derivative assets and non cash expense of $2.8 million related to non-cash compensation.
Previous wording
Net cash flows used in operating activities of $142.6 million for the nine months ended September 30, 2025 was primarily related to cash outflows resulting from change in our operating assets and liabilities of$99.3 million and a $43.4 million non-cash gain resulting from the change in fair value of derivative assets. Net cash outflows from changes in operating assets and liabilities for the nine months ended September 30, 2025 were primarily from a $77.5 million decrease in customer funds mainly related to Webull moving a substantial portion of its trading activity off the Company's platform, $7.3 million increase in accounts receivable, a $3.6 million decrease in operating lease liabilities, primarily related to the assignment of the New York office lease, the disposition of $3.5 million in net assets for Bakkt Trust, a $3.4 million decrease in accounts payable.and a $2.4 million decrease in TSA related party payables.
Current wording
Net cash flows used in operating activities of $101.3 million for the three months ended March 31, 2025 was primarily related to cash outflows resulting from change in our operating assets and liabilities of$87.3 million and a $32.2 million non-cash gain resulting from the change in fair value of warrant liabilities, slightly offset by net income of $16.2 million, and non-cash compensation expense of $3.3 million. Net cash outflows from changes in operating assets and liabilities for the three months ended March 31, 2025 were primarily from a $76.6 million decrease in customer funds mainly related to Webull moving off the Company's platform, a $3.6 million increase in accounts receivable, and a $1.8 decrease in accounts payable.
Previous wording
Net cash flows provided by investing activities of $7.9 million for the nine months ended September 30, 2024 consisted of the receipt of $36.7 million of proceeds from the sale of available-for-sale securities, partially offset by the purchase of $26.0 million of available-for-sale debt securities and $2.8 million of capitalized costs of internally developed software for our technology platforms.
Current wording
Net cash flows used in investing activities of $1.9 million for the three months ended March 31, 2026 primarily consisted of capitalized costs of internally developed software for our technology platforms.
Previous wording
Net cash flows provided by financing activities of$81.4 million during the nine months ended September 30, 2025 primarily consisted of $63.0 million in proceeds from common stock issuance, $22.2 million in proceeds from the Private Placement, and $7.5 million in proceeds from pre-funded warrants, slightly offset by$3.4 million intax withholding payments for vested equity awards.
Current wording
Net cash flows provided by financing activities of$66.8 million during the three months ended March 31, 2026 primarily consisted of $67.1 million of net proceeds from the issuance of Common Stock and 2026 Pre-Funded Warrants in the RDO and under our ATM Program, slightly offset by$0.3 million intax withholding payments for vested equity awards.
Previous wording
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 wording
Net cash flows provided by financing activities of$4.1 million during the three months ended March 31, 2025 primarily consisted of $5.0 million in proceeds from our ICE credit facility, partially offset by tax withholding payments of$0.9 million for vested equity awards.
Previous wording
(1)Represents minimum commitment payments under a four-year cloud computing arrangement. In December 2023, we agreed to amend the cloud computing arrangement and extended the payment period for an additional year.
Current wording
(1)Represents minimum commitment payments under a four-year cloud computing arrangement. Several amendments have resulted in the payment period for the cloud computing arrangement being extended to early 2027.
Previous wording
The unaudited interim consolidated financial statements included in this Report are prepared in accordance with United States generally accepted accounting principles (“GAAP”). We use non-GAAP financial measures to assist in comparing our performance on a consistent basis for purposes of business decision-making by removing the impact of certain items that management believes do not directly reflect our core operations. We believe that presenting non-GAAP financial measures is useful to investors because it (a) provides investors with meaningful supplemental information regarding financial performance by excluding certain items that we believe do not directly reflect our core operations, (b) permits investors to view performance using the same tools that we use to budget, forecast, make operating and strategic decisions, and evaluate historical performance, and (c) otherwise provides supplemental information that may be useful to investors in evaluating our results.
Current wording
The unaudited interim consolidated financial statements included in this Report are prepared in accordance with U.S. generally accepted accounting principles (“GAAP”). We use non-GAAP financial measures to assist in comparing our performance on a consistent basis for purposes of business decision-making by removing the impact of certain items that management believes do not directly reflect our core operations. We believe that presenting non-GAAP financial measures is useful to investors because it (a) provides investors with meaningful supplemental information regarding financial performance by excluding certain items that we believe do not directly reflect our core operations, (b) permits investors to view performance using the same tools that we use to budget, forecast, make operating and strategic decisions, and evaluate historical performance, and (c) otherwise provides supplemental information that may be useful to investors in evaluating our results.
Previous wording
Our consolidated financial statements are prepared in accordance with GAAP, which requires us to make estimates and apply judgments that affect the reported amounts. In our notes to the unaudited consolidated financial statements, we describe the significant accounting policies used in preparing the consolidated financial statements. Our management has discussed the development, selection, and disclosure of our critical accounting policies and estimates with the Audit and Risk Committee of the Board. For further information about our critical accounting policies and estimates, refer to “Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations” in our Form 10-K filed with the SEC on March 20, 2025. There have been no material changes to our critical accounting policies and estimates since the filing of our Form 10-K.
Current wording
Our consolidated financial statements are prepared in accordance with U.S. GAAP, which requires us to make estimates and apply judgments that affect the reported amounts. In our notes to the unaudited consolidated financial statements, we describe the significant accounting policies used in preparing the consolidated financial statements. Our management has discussed the development, selection, and disclosure of our critical accounting policies and estimates with the Audit and Risk Committee of the Board. For further information about our critical accounting policies and estimates, refer to “Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations” in our Form 10-K filed with the SEC on March 19, 2026. There have been no material changes to our critical accounting policies and estimates since the filing of our Form 10-K.
Rearranged current paragraphs (2)
Current report — wording carried from elsewhere
Gain from Change in Fair Value of Warrant Liability
Current report — wording carried from elsewhere
Net cash flows used in investing activities of $0.1 million for the three months ended March 31, 2025 consisted of capitalized costs of internally developed software for our technology platforms.
Rearranged previous paragraphs (11)
Previous report — wording carried elsewhere
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 report — wording carried elsewhere
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 report — wording carried elsewhere
Compensation and benefits expense include all salaries and benefits, compensation for contract labor, incentive programs for employees, payroll taxes, share-based and unit-based compensation and other employee related costs.
Previous report — wording carried elsewhere
Technology and communication costs represent all non-headcount related costs to deliver technological solutions. Such costs principally include amounts paid for software licenses and software-as-a-service arrangements utilized for operating, administrative and information security activities, fees paid for third-party data center hosting arrangements, and fees paid to telecommunications service providers and for telecommunication software platforms necessary for operation of our customer support operations. These costs are driven by client requirements, system capacity, functionality and redundancy requirements.
Previous report — wording carried elsewhere
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 report — wording carried elsewhere
Selling, general and administrative expenses include marketing, advertising, business insurance, rent and occupancy, bank service charges, dues and subscriptions, travel and entertainment, and other general and administrative costs. Our marketing activities primarily consist of web-based promotional campaigns, promotional activities with clients, conferences and user events, and brand-building activities. Selling, general and administrative expenses do not include any headcount cost, which is reflected in "Compensation and benefits" on the consolidated statements of operations. We expect these costs will decrease as a percentage of our revenue in future years as we gain improved operating leverage from our projected revenue growth and exercise prudent expense management.
Previous report — wording carried elsewhere
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 report — wording carried elsewhere
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 report — wording carried elsewhere
Income tax expense during the three months ended September 30, 2025 and September 30, 2024, primarily consists of current state tax expense related to certain state jurisdictions wherein we are required to file income tax returns.
Previous report — wording carried elsewhere
The nine months ended September 30, 2025 included the following notable items relative to the nine months ended September 30, 2024:
Previous report — wording carried elsewhere
We have restructured our personnel to reduce headcount and adjusted our expense base to better align with our operational priorities and business strategy.