# Bakkt, Inc.: Form 10-Q for the period ended Mar 31, 2026

- Company: [Bakkt, Inc.](/companies/bkkt.md) (CIK 1820302)
- Form: 10-Q
- Filed: 2026-05-11
- Accepted by EDGAR: May 11, 2026, 20:33 ET
- Period: 2026-03-31
- Accession: 0001628280-26-033576
- Inline XBRL: yes
- Main document: https://www.sec.gov/Archives/edgar/data/1820302/000162828026033576/bakkt-20260331.htm
- All documents and exhibits: https://www.sec.gov/Archives/edgar/data/1820302/000162828026033576/

## Figures reported in this filing

Standardized XBRL line items for the period ended 2026-03-31.

| Line item | Period | Value | XBRL concept |
| --- | --- | ---: | --- |
| Operating income | 3 months, 2026-01-01 to 2026-03-31 | −$16.9m | us-gaap:OperatingIncomeLoss |
| Income tax | 3 months, 2026-01-01 to 2026-03-31 | $12.0k | us-gaap:IncomeTaxExpenseBenefit |
| Net income | 3 months, 2026-01-01 to 2026-03-31 | −$11.7m | us-gaap:NetIncomeLoss |
| Diluted EPS | 3 months, 2026-01-01 to 2026-03-31 | −$0.41 | us-gaap:EarningsPerShareDiluted |
| Basic EPS | 3 months, 2026-01-01 to 2026-03-31 | −$0.41 | us-gaap:EarningsPerShareBasic |
| Diluted shares (weighted) | 3 months, 2026-01-01 to 2026-03-31 | 28,379,941 shares | us-gaap:WeightedAverageNumberOfDilutedSharesOutstanding |
| Operating cash flow | 3 months, 2026-01-01 to 2026-03-31 | −$12.1m | us-gaap:NetCashProvidedByUsedInOperatingActivities |
| Share repurchases | 3 months, 2026-01-01 to 2026-03-31 | $280.0k | us-gaap:PaymentsForRepurchaseOfCommonStock |
| Cash and equivalents | at 2026-03-31 | $80.0m | us-gaap:CashAndCashEquivalentsAtCarryingValue |
| Current assets | at 2026-03-31 | $125.0m | us-gaap:AssetsCurrent |
| Total assets | at 2026-03-31 | $213.4m | us-gaap:Assets |
| Current liabilities | at 2026-03-31 | $30.3m | us-gaap:LiabilitiesCurrent |
| Total liabilities | at 2026-03-31 | $42.5m | us-gaap:Liabilities |
| Shareholders' equity | at 2026-03-31 | $170.9m | us-gaap:StockholdersEquity |

## Management's discussion and analysis

As filed, 45,970 characters.

*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 the three 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.”*

In this section and elsewhere in this Report, we use the following terms, which are defined as follows:

- **"Client"** means businesses with whom we contract to provide services to customers on our platform, and includes financial institutions, hedge funds, merchants, retailers, third party partners and other businesses (except in the accompanying notes to the consolidated financial statements, where we refer to revenue earned from customers, instead of clients). The term customers is in accordance with the Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) Topic 606, *Revenue from Contracts with Customers* ("ASC 606").
- **"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.
- **"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).

### Overview

#### General

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.

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.

Our solutions include:

***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.

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.

***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.

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.

***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.

#### First-Quarter Highlights and Trends

We believe that our first-quarter results and recent achievements further propelled our transformation into a pure-play digital asset infrastructure company:

- 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;
- 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.
- 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.
- 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.

#### Digital Asset Market Developments

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.

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.

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 trillion1. 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..

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.

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.

### Recent Developments

#### February 2026 Registered Direct Offering

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

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.

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.

#### At-the-Market Offering

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

#### Distributed Technologies Research Global Ltd. Acquisition

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.

### Key Factors Affecting Our Performance

### Growing Our Client Base

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.

### Product Expansion and Innovation

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.

### Competition

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.

### General Economic and Market Conditions

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.

### Regulations in U.S. & International Markets

We are subject to many complex, uncertain and overlapping local, state and federal laws, rules, regulations, policies and legal interpretations (collectively, “laws and regulations”) in the markets in which we operate. These laws and regulations govern, among other things, consumer protection, privacy and data protection, labor and employment, anti-money laundering, money transmission, competition, and marketing and communications practices. These laws and regulations will likely have evolving interpretations and applications, particularly as we introduce new products and services and expand into new jurisdictions.

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.

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.

### Digital Assets Held on Platform

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.

### Key Performance Indicators

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.

- ***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 the three months ending March 31, 2026.
- ***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 million as of March 31, 2026 and December 31, 2025, respectively.

We expect to continue to evolve our KPIs in future quarters.

### Results of Operations

The following table is our consolidated statements of operations for the three months ended March 31, 2026 and March 31, 2025, respectively (in thousands):

|  | Three Months Ended March 31, 2026 | Three Months Ended March 31, 2025 |
| --- | ---: | ---: |
| Crypto services revenue | $243,593 | $1,065,756 |
| Operating expenses: |  |  |
| Crypto costs | 239,970 | 1,054,635 |
| Execution, clearing and brokerage fees | 1,980 | 7,693 |
| Compensation and benefits | 6,602 | 7,787 |
| Professional services | 7,745 | 5,170 |
| Technology and communication | 1,787 | 1,956 |
| Selling, general and administrative | 2,362 | 3,496 |
| Depreciation and amortization | 66 | 220 |
| Restructuring expenses | — | 228 |
| Other operating expenses | 5 | 8 |
| Total operating expenses | 260,517 | 1,081,193 |
| Operating loss from continuing operations | (16,924) | (15,437) |
| Interest income, net | 185 | 622 |
| Gain from change in fair value of warrant liability | 4,700 | 32,247 |
| Change in fair value of derivative liability | (224) | — |
| Other income, net | 846 | 2,005 |
| (Loss) income from continuing operations before income taxes and equity in net earnings of affiliates | (11,417) | 19,437 |
| Income tax expense | (12) | (49) |
| Net (loss) income before equity in net earnings of affiliates | (11,429) | 19,388 |
| Income (loss) from equity method investment | (221) | — |
| Net loss (income) from continuing operations | $(11,650) | $19,388 |

### Three Months Ended March 31, 2026 compared to Three Months Ended March 31, 2025

### Financial Summary

The three months ended March 31, 2026 included the following notable items relative to the three months ended March 31, 2025:

- 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
- Operating expenses decreased $820.7 million primarily driven by decreased crypto trading costs in conjunction with decreased crypto service revenue.

### Revenue

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).

### Crypto Services Revenue

*($ in thousands)*

|  | Three Months Ended March 31, 2026 | Three Months Ended March 31, 2025 | $ Change | % Change |
| --- | ---: | ---: | ---: | ---: |
| Crypto services | $243,593 | $1,065,756 | $(822,163) | (77.1%) |

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.

### Crypto Costs

*($ in thousands)*

|  | Three Months Ended March 31, 2026 | Three Months Ended March 31, 2025 | $ Change | % Change |
| --- | ---: | ---: | ---: | ---: |
| Crypto costs | $239,970 | $1,054,635 | $(814,665) | (77.2%) |

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.

### Execution, Clearing and Brokerage Fees

*($ in thousands)*

|  | Three Months Ended March 31, 2026 | Three Months Ended March 31, 2025 | $ Change | % Change |
| --- | ---: | ---: | ---: | ---: |
| Execution, clearing and brokerage fees | $1,980 | $7,693 | $(5,713) | (74.3%) |

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.

### Compensation and Benefits

*($ in thousands)*

|  | Three Months Ended March 31, 2026 | Three Months Ended March 31, 2025 | $ Change | % Change |
| --- | ---: | ---: | ---: | ---: |
| Compensation and benefits | $6,602 | $7,787 | $(1,185) | (15.2%) |

Compensation and benefits expense include all salaries and benefits, compensation for contract labor, incentive programs for employees, payroll taxes, share-based compensation and other employee related costs.

We have restructured our personnel to reduce headcount and adjusted our expense base to better align with our operational priorities and business strategy.

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.

### Professional Services

*($ in thousands)*

|  | Three Months Ended March 31, 2026 | Three Months Ended March 31, 2025 | $ Change | % Change |
| --- | ---: | ---: | ---: | ---: |
| Professional services | $7,745 | $5,170 | $2,575 | 49.8% |

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.

### Technology and Communication

*($ in thousands)*

|  | Three Months Ended March 31, 2026 | Three Months Ended March 31, 2025 | $ Change | % Change |
| --- | ---: | ---: | ---: | ---: |
| Technology and communication | $1,787 | $1,956 | $(169) | (8.6%) |

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. 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 $0.2 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.

### Selling, General and Administrative

*($ in thousands)*

|  | Three Months Ended March 31, 2026 | Three Months Ended March 31, 2025 | $ Change | % Change |
| --- | ---: | ---: | ---: | ---: |
| Selling, general and administrative | $2,362 | $3,496 | $(1,134) | (32.4%) |

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.

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.

### Depreciation and Amortization

*($ in thousands)*

|  | Three Months Ended March 31, 2026 | Three Months Ended March 31, 2025 | $ Change | % Change |
| --- | ---: | ---: | ---: | ---: |
| Depreciation and amortization | $66 | $220 | $(154) | (70.0%) |

51

Depreciation and amortization expense consists of amortization of intangible assets from business acquisitions, internally developed software and depreciation of purchased software and computer and office equipment over their estimated useful lives.

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.

### Restructuring Expenses

*($ in thousands)*

|  | Three Months Ended March 31, 2026 | Three Months Ended March 31, 2025 | $ Change | % Change |
| --- | ---: | ---: | ---: | ---: |
| Restructuring expenses | $— | $228 | $(228) | (100.0%) |

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.

### Gain from Change in Fair Value of Warrant Liability

*($ in thousands)*

|  | Three Months Ended March 31, 2026 | Three Months Ended March 31, 2025 | $ Change | % Change |
| --- | ---: | ---: | ---: | --- |
| Gain from change in fair value of warrant liability | $4,700 | $32,247 | $(27,547) | n/m |

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.

### Other Income, net

*($ in thousands)*

|  | Three Months Ended March 31, 2026 | Three Months Ended March 31, 2025 | $ Change | % Change |
| --- | ---: | ---: | ---: | --- |
| Other income, net | $846 | $2,005 | $(1,159) | n/m |

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.

### Income Tax Expense

*($ in thousands)*

|  | Three Months Ended March 31, 2026 | Three Months Ended March 31, 2025 | $ Change | % Change |
| --- | ---: | ---: | ---: | ---: |
| Income tax expense | $(12) | $(49) | $37 | (75.5%) |

52

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.

### Liquidity and Capital Resources

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.

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.

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.

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.

Our future cash requirements will depend on many factors, including our revenue growth rate, the timing and extent of overhead, sales and marketing expenditures to support projected growth, our ability to limit our software development investments to features and functionality with a clear line of sight to revenue generation, and our ability to retain our clients.

The following table summarizes our cash flows for the periods presented (in thousands):

|  | Three Months Ended March 31, 2026 | Three Months Ended March 31, 2025 |
| --- | ---: | ---: |
| Net cash used in operating activities | $(12,093) | $(101,281) |
| Net cash used in investing activities | $1,935 | $(130) |
| Net cash provided by financing activities | $66,781 | $4,095 |

### Operating Activities

Since our inception, we have yet to achieve positive cash flow from operations. Our primary uses of cash include compensation and benefits for headcount-related expenses, investment in software and product development of our technology platforms, and associated non-headcount technology and communication cost to develop, operate and support our customer-facing technology platforms.

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.

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.

### Investing Activities

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.

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.

### Financing Activities

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 in tax withholding payments for vested equity awards.

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.

### Contractual Obligations and Commitments

The following is a summary of our significant contractual obligations and commitments as of March 31, 2026 (in thousands):

|  | Payments Due by Period Less than 1 year | 1-3 years | 3-5 years | More than 5 years | Total |
| --- | ---: | ---: | ---: | ---: | ---: |
| Purchase obligations(1) | $4,050 | $— | $— | $— | $4,050 |
| Future minimum operating lease payments | 79 | — | — | — | 79 |
| Total contractual obligations | $4,129 | $— | $— | $— | $4,129 |

(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.

### Non-GAAP Financial Measures

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.

We believe that the presentation of the following non-GAAP financial measures, when considered together with the corresponding GAAP financial measures and the reconciliations to those measures provided herein, provides investors with an additional understanding of the factors and trends affecting our business that could not be obtained absent these disclosures.

### Adjusted EBITDA

We present Adjusted EBITDA as a non-GAAP financial measure.

We believe that Adjusted EBITDA provides relevant and useful information, which is used by management in assessing the performance of our business. EBITDA is defined as earnings before interest, income taxes, depreciation, and amortization. Adjusted EBITDA is defined as EBITDA before share-based and unit-based compensation expense, goodwill and intangible assets impairments, restructuring charges, changes in the fair value of our warrant liability and certain other non-cash and/or non-recurring items that do not contribute directly to our evaluation of operating results and are not components of our core business operations. Adjusted EBITDA provides management with an understanding of earnings before the impact of investing and financing transactions and income taxes, and the effects of aforementioned items that do not reflect the ordinary earnings of our operations. This measure may be useful to an investor in evaluating our performance. Adjusted EBITDA is not a measure of our financial performance under GAAP and should not be considered as an alternative to net income (loss) or other performance measures derived in accordance with GAAP. Our definition of Adjusted EBITDA may not be comparable to similarly titled measures used by other companies.

Non-GAAP financial measures like Adjusted EBITDA have limitations, should be considered as supplemental in nature and are not meant as a substitute for the related financial information prepared in accordance with GAAP. The non-GAAP financial measures should be considered alongside other financial performance measures, including net income (loss) and our other financial results presented in accordance with GAAP.

The following table presents a reconciliation of net income (loss), the most directly comparable GAAP operating performance measure, to our Adjusted EBITDA for each of the periods indicated (in thousands):

|  | Three Months Ended March 31, 2026 | Three Months Ended March 31, 2025 |
| --- | ---: | ---: |
| Net (loss) income from continuing operations | $(11,650) | $19,388 |
| Depreciation and amortization | 66 | 220 |
| Interest income, net | (185) | (622) |
| Income tax expense | 12 | 49 |
| EBITDA | (11,757) | 19,035 |
| Share-based and unit-based compensation expense | 2,805 | 3,066 |
| Loss (gain) from change in fair value of warrant liability | (4,700) | (32,247) |
| Restructuring expenses | — | 228 |
| Gain on lease assignment | — | (1,755) |
| Adjusted EBITDA (loss) | $(13,652) | $(11,673) |

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.

### Critical Accounting Policies and Estimates

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.

### Use of Estimates

The preparation of consolidated financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the amounts reported in our consolidated financial statements and accompanying notes. We base our estimates and assumptions on various judgments that we believe to be reasonable under the circumstances. The significant estimates and assumptions that affect the financial statements may include, but are not limited to, going concern, income tax valuation allowances, useful lives of intangible assets and property, equipment and software, fair value of financial assets and liabilities, determining provision for credit losses, valuation of acquired tangible and intangible assets, the impairment of intangible assets and goodwill, and fair market value of Bakkt incentive units. Actual results and outcomes may differ from management's estimates and assumptions and such differences may be material to our consolidated financial statements.

### Recently Issued and Adopted Accounting Pronouncements

Recently issued and adopted accounting pronouncements are described in Note 2 in the unaudited consolidated financial statements included in this Report.

## Controls and procedures

As filed, 2,806 characters.

### Evaluation of Disclosure Controls and Procedures

As required by Rule 13a-15(b) under the Securities Exchange Act of 1934, as amended (the "Exchange Act"), we have evaluated, under the supervision and with the participation of our management, including our principal executive officer and principal financial officer, the effectiveness of the design and operation of our disclosure controls and procedures (as defined in Rule 13a-15(e) and 15d-15(e) under the Exchange Act) as of the end of the period covered by this Report. Our disclosure controls and procedures are designed to provide reasonable assurance that the information required to be disclosed by us in reports that we file under the Exchange Act is accumulated and communicated to management, including our President and Chief Executive Officer (principal executive officer) and Chief Financial Officer (principal financial officer), as appropriate, to allow timely decisions regarding required disclosure and is recorded, processed, summarized, and reported within the time periods specified in the rules and forms of the SEC. Based on the evaluation of our disclosure controls and procedures, our President and Chief Executive Officer and Chief Financial Officer have concluded that as of March 31, 2026, our disclosure controls and procedures were, in design and operation, effective at a reasonable assurance level.

### Changes in Internal Control Over Financial Reporting

There were no changes to our internal control over financial reporting (as defined in Rule 13a-15(f) and Rule 15d-15(f) under the Exchange Act) during the quarter ended March 31, 2026 that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

### Limitations on Effectiveness of Controls and Procedures

In designing and evaluating our disclosure controls and procedures, management recognizes that any controls and procedures, no matter how well designed and operated, can provide only reasonable assurance of achieving the desired control objectives. In addition, the design of disclosure controls and procedures must reflect the fact that there are resource constraints and that management is required to apply judgment in evaluating the benefits of possible controls and procedures relative to their costs. Our management, including our principal executive officer and principal financial officer, believe that our disclosure controls and procedures and internal control over financial reporting are designed to provide reasonable assurance of achieving their objectives and are effective at the reasonable assurance level. However, our management does not expect that our disclosure controls and procedures or our internal control over financial reporting will prevent all errors and all fraud.

## Risk factors

As filed, 4,174 characters.

***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.***

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.

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.

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.

***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.***

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.

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.

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.

***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.***

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.

Filed May 11, 2026.
Source: SEC EDGAR, the filing index for accession 0001628280-26-033576. Last ingested by Listed: Oct 24, 2026, 15:15 ET. No prices; not investment advice.