Bakkt, Inc.

Current report

Our strategy depends on the successful development, integration and commercialization of the DTR platform, which is complex, at an early stage and may not achieve market adoption.

Current report

Following the DTR Acquisition, our strategy is increasingly focused on developing a platform for stablecoin-based payments and related financial infrastructure. This represents a shift in our business model and increases our dependence on the successful execution of the DTR platform.

Current report

DTR’s technology differs from our legacy systems in architecture, functionality and operational requirements, and integrating it into our existing platform requires significant effort across engineering, compliance, risk management and operations. We may encounter challenges in achieving interoperability, maintaining system performance, implementing appropriate internal controls and meeting regulatory expectations. Any delays or difficulties in integration could increase costs and affect our ability to launch or scale products.

Current report

In addition, DTR’s products are in early stages of development and commercialization and have limited operating history at scale. Our ability to realize value from the DTR Acquisition depends on our ability to successfully develop and commercialize these offerings, establish customer and partner relationships, and demonstrate reliable performance at scale. If we are unable to successfully integrate the platform, development takes longer than expected or adoption is slower than anticipated, our business, financial condition and results of operations could be materially adversely affected.

Current report

Our business is increasingly exposed to risks relating to the operation, reliability, market acceptance and regulatory environment of stablecoin-based payment systems and digital settlement infrastructure.

Current report

As a result of the DTR Acquisition and our expansion into stablecoin-based payments, our business depends on the performance and reliability of stablecoin-based transaction systems and related payment rails, including third-party infrastructure and counterparties. Disruptions, delays or failures in transaction processing or settlement could result in financial exposure, operational challenges, regulatory scrutiny and reputational harm. Our business also depends on continued market confidence in stablecoins. Any loss of confidence, including due to concerns regarding reserves, transparency or market events affecting stablecoin issuers, could reduce usage of our platform.

Current report

In addition, our expansion into stablecoin-based payments and digital settlement infrastructure subjects us to complex and evolving regulatory requirements across multiple jurisdictions, including those relating to payments, money transmission and stablecoins.

Current report

These frameworks are not harmonized and continue to develop rapidly. As a result, we may be required to obtain additional licenses, satisfy evolving requirements relating to reserves, custody, consumer protection, anti-money laundering or sanctions compliance, or modify our products and operations. Regulatory changes or differing interpretations across jurisdictions could increase our compliance costs, restrict our ability to operate or scale these services, or otherwise adversely affect our business.

Current report

The DTR Acquisition involved a related party, and our Chief Executive Officer’s significant ownership position may influence our strategic direction and create potential conflicts of interest.

Current report

The DTR Acquisition was completed with our Chief Executive Officer, among other counterparties. In connection with the DTR Acquisition, our Chief Executive Officer acquired a significant equity interest in the Company. As a result, he may have substantial influence over matters requiring stockholder approval, as well as over our strategic direction. This concentration of ownership, together with the related-party nature of the transaction, may give rise to actual or perceived conflicts of interest in decisions relating to the integration and operation of the DTR business, capital allocation and other strategic matters. These conflicts may not be resolved in a manner favorable to other stockholders.

Previous report

In addition to the information set forth in this Report, you should carefully consider the risk factors and other cautionary statements described under the heading “Part I—Item 1A—Risk Factors” of our most recent Annual Report on Form 10-K, in “Part II—Item 1A—Risk Factors” of our Quarterly Report on Form 10-Q for the quarter ended March 31, 2025 and in “Part II—Item 1A—Risk Factors” of our Quarterly Report on Form 10-Q for the quarter ended June 30, 2025. In addition, you should consider the risks, uncertainties and assumptions discussed under the heading “Risk Factors Related to the Update of Our Investment Policy” in Exhibit 99.1 to our Current Report on Form 8-K filed on June 10, 2025. Additional risks and uncertainties not currently known to us or that we currently deem to be immaterial also may materially adversely affect our business, financial condition, or future results.

Previous report

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

Previous 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.

Previous report

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

Previous 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.

Previous 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.

Previous 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.

Previous 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.

Previous 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.

Previous 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.

Previous 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.

Previous 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.

Previous 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.