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48 paragraphs in Risk Factors of the 10-K filed Mar 19, 2026 with nothing like them in the 10-K filed Mar 20, 2025. Quoted exactly. Paragraphs that were only edited are under 10-K change.
Compared with the Risk Factors in the latest 10-K of the other 31 Crypto companies: a paragraph with at least half its words the same at another company is called similar, and the companies are listed under it. A paragraph most of them have is marked boilerplate. No line means no other company has one like it. This counts text; it does not say how serious a risk is.
• We may be unable to realize the anticipated benefits of investments and strategic transactions in connection with our international expansion strategy.
Similar paragraph at 1 of 31 other Crypto companies: MARARead in the 10-K ↗
•A significant decrease in the market value of our digital asset holdings could adversely affect our ability to satisfy financial obligations, including any debt financings.
•Our financial results and the market price of our securities may be affected by fluctuations in the price of digital assets, including Bitcoin, which are highly volatile assets.
Similar paragraph at 10 of 31 other Crypto companies: ASST, DFDV, DJT, HSDT, HUT, HYPD, MSTR, SBET and 2 more•Investing in digital assets increases our exposure to risks associated with those assets, including Bitcoin.
Similar paragraph at 1 of 31 other Crypto companies: NAKARead in the 10-K ↗
• A U.S. federal government shutdown or other disruption in U.S. federal government operations could adversely affect us.
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We may be unable to realize the anticipated benefits of investments and strategic transactions in connection with our international expansion strategy.
Similar paragraph at 1 of 31 other Crypto companies: MARAAs 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.
We have also announced other investments and strategic transactions in Asia, including our election to subscribe to warrants to be issued by Transchem Ltd. in India (subject to applicable approvals and other conditions), and there can be no assurance that any such investments or strategic transactions will be consummated on the expected terms or timeline, or at all, or that we will realize the anticipated benefits thereof.
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To the extent we pursue our Investment Policy, we will also compete against a number of companies operating both within the United States and abroad that focus on Bitcoin-based or other digital asset-based services. The range of options to gain exposure to Bitcoin may expand in the future. Investors may choose to gain such exposure through ETPs, companies with significant Bitcoin holdings or other similar strategies, rather than shares of our common stock, including if they believe that ETPs offer a ‘pure play’ exposure to Bitcoin that is generally not subject to federal income tax at the entity level as we may be, or the other risks that may affect other parts of our business. Based on how we are viewed in the market relative to ETPs and other vehicles which offer economic exposure to Bitcoin, such as Bitcoin futures Exchange Traded Funds (“ETFs”), leveraged Bitcoin futures ETFs and similar vehicles offered on international exchanges, any premium or discount in our common stock relative to the value of our Bitcoin holdings may increase or decrease in different market conditions. If investors choose to gain such exposure through ETPs, companies with significant Bitcoin holdings or other similar strategies, rather than shares of our common stock, our business, operating results, and financial condition may be adversely affected.
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For example, on January 11, 2026, we entered into a share purchase agreement to acquire DTR, subject to the satisfaction or waiver of customary closing conditions, including stockholder and regulatory approvals and the absence of any order or law prohibiting consummation of the transaction. The share purchase agreement contains termination rights for each party, and if the acquisition is delayed or not completed we may not realize the expected benefits of the transaction, we may incur significant costs and management distraction, our business relationships may be adversely affected, and our stock price could be negatively impacted. In addition, in specified circumstances, we may be required to pay a termination fee if the agreement is terminated.
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In particular, the acquisition of DTR presents risks to our business, and may pose integration, operational, regulatory and other challenges. In addition, because Mr. Naheta is our Chief Executive Officer, President and a member of our Board and directly or indirectly wholly owns DTR, the transaction presents related party and conflict-of-interest risks notwithstanding the processes adopted by our Board, including the risk of stockholder litigation or regulatory scrutiny, adverse publicity, and the risk that management’s decisions regarding negotiations, integration priorities, or the allocation of resources could be perceived as influenced by competing interests, any of which could adversely affect our business, financial condition and results of operations.
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aggregate net proceeds of approximately $48.125 million. On January 16, 2026, we established an “at-the-market” program pursuant to which we may sell, from time to time, up to an aggregate sales price of $300,000,000 of our A common stock. As at the date of this Annual Report on Form 10-K, we have sold 1,990,434 shares under the program for aggregate net proceeds of approximately $20.832 million. On July 28, 2025, we issued and sold in an underwritten confidentially marketed public offering an aggregate of 6,753,627 shares of our common stock and pre-funded warrants to purchase an aggregate of 746,373 shares of our common stock for aggregate net proceeds of approximately $69 million.
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Changes in our executive management team resulting from the hiring or departure of executives, or our leadership structure, could disrupt our business, and could impact our ability to preserve our culture, which could negatively affect our ability to recruit and retain personnel.
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to maintain internal control over financial reporting. For more information, see “—Risks Related to Risk Management and Financial Reporting.”
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A significant decrease in the market value of our digital asset holdings could adversely affect our ability to satisfy financial obligations, including any debt financings.
To the extent we implement our Investment Policy, we may incur indebtedness and other fixed charges. If our businesses do not generate cash flow in future periods sufficient to satisfy our financial obligations, including our debt, we intend to fund our obligations using cash flow generated by equity or debt financing. Our ability to obtain equity or debt financing may in turn depend on, among other factors, the value of our Bitcoin holdings, investor sentiment and the general public perception of Bitcoin, as well as our strategy and our value proposition. Accordingly, a significant decline in the market value of our Bitcoin holdings or a negative shift in these other factors may create liquidity and credit risks, as such a decline or such shifts may adversely impact our ability to secure sufficient equity or debt financing to satisfy our financial obligations. Our inability to secure additional equity or debt financing in a timely manner, on favorable terms or at all, or to sell our Bitcoin in amounts and at prices sufficient to satisfy our financial obligations, including our debt service obligations, could cause us to default under such obligations. Any default on our indebtedness may have a material adverse effect on our operating results, financial condition and future prospects.
To the extent we pursue our Investment Policy, we expect digital assets to comprise a significant portion of our total assets. The concentration of our digital asset holdings would be expected to limit the risk mitigation that we could take advantage of by purchasing a more diversified portfolio of treasury assets, and the absence of diversification enhances the risks inherent in investments permitted by our Investment Policy. If there is a significant decrease in the price of Bitcoin or other digital assets that we may hold, we will experience a more pronounced impact on our financial condition than if we used our cash to purchase a more diverse portfolio of assets.
While we may, from time to time, use any future Bitcoin holdings to fund the purchase of cash equivalents, Bitcoin and other digital assets may not be as readily available or reliable a source of liquidity as traditional cash and cash equivalents. Historically, Bitcoin markets have been characterized by more price volatility, less liquidity, and lower trading volumes compared to sovereign currencies markets, as well as relative anonymity, a developing regulatory landscape, susceptibility to market abuse and manipulation, and various other risks inherent in its entirely electronic, virtual form and decentralized network. During times of market instability, we may not be able to sell our digital assets at reasonable prices or at all. As a result, our digital asset holdings may not be able to serve as a source of liquidity for us to the same extent as cash and cash equivalents. If we pursue our Investment Policy and are unable to sell our digital assets, or if we are forced to sell our digital assets at a significant loss, in order to meet our working capital requirements, our business and financial condition could be negatively impacted.
Similar paragraph at 10 of 31 other Crypto companies: ASST, DJT, FWDI, HSDT, HYPD, LITS, SBET, SUIG and 2 moreOur financial results and the market price of our securities may be affected by fluctuations in the price of digital assets, including Bitcoin, which are highly volatile assets.
Similar paragraph at 10 of 31 other Crypto companies: ASST, DFDV, DJT, HSDT, HUT, HYPD, MSTR, SBET and 2 moreTo the extent we pursue our Investment Policy, our operating results will be dependent on the trading price of and supply and demand for the digital assets we hold, including Bitcoin. Due to the rapidly evolving nature of digital assets and their volatile price, which has experienced and continues to experience significant volatility, we expect that our operating results will fluctuate significantly as a result of a variety of factors, many of which are unpredictable and in certain instances are outside of our control, including: market conditions of, and overall sentiment towards Bitcoin, including negative publicity, media or social media coverage, or sentiment due to events in or relating to, or perception of, Bitcoin or the broader digital assets industry; trading activities of highly active retail and institutional users; significant dispositions of Bitcoin by large holders; actual or perceived manipulation of the spot or derivative markets for Bitcoin or spot Bitcoin exchange-traded products (“ETPs”); macroeconomic conditions, including interest rates, inflation, and central banking policies; changes in national and international economic and political conditions; changes in the legislative or regulatory environment or actions by U.S. or non-
Similar paragraph at 1 of 31 other Crypto companies: XXIU.S. governments or regulators regarding digital assets, including cryptocurrency, or companies that hold digital assets; enforcement and judicial actions that adversely affect digital assets industry participants; competition from other digital assets; a decrease in the price of other digital assets; and disruptions, failures, unavailability, or interruptions in service of trading venues for digital assets. As a result of these factors, it is difficult for us to forecast growth trends accurately and our business and future prospects are difficult to evaluate, particularly in the short term.
Similar paragraph at 1 of 31 other Crypto companies: XXIIn addition, the future trading prices in our securities may reflect market dynamics that are not connected to valuation methods commonly associated with operating companies in similar industries or with companies engaged predominantly in passive investments in Bitcoin or other commodities, such as exchange-traded funds. We cannot predict how these dynamics may evolve over time, or whether or how long they may last. These market and industry factors may significantly harm the market price of our securities, regardless of our actual operating performance.
Investing in digital assets increases our exposure to risks associated with those assets, including Bitcoin.
Similar paragraph at 1 of 31 other Crypto companies: NAKATo the extent we pursue our Investment Policy, including through our announced international expansion initiatives in Asia (including in Japan and India), we will be exposed to various risks associated with digital assets, including the following: Bitcoin does not pay interest, dividends or other returns and we can only generate cash from our Bitcoin holdings if we sell them or implement strategies to create income streams or otherwise generate cash by using those holdings; our lack of control over decentralized or third-party blockchains, networks, and custodians that may experience downtime, cyberattacks, critical failures, errors, bugs, corrupted files, data losses, or other similar software failures, outages, breaches and losses, including those due to third-party actions; breaches of security or privacy; further reductions in mining rewards of Bitcoin or increases in the costs associated with Bitcoin mining; transaction congestion and fees associated with processing transactions on the Bitcoin networks; developments in mathematics or technology or new applications of current knowledge that could result in the cryptography used by the Bitcoin blockchains becoming insecure or ineffective; pressures on trading platforms and infrastructure that can lead to inadvertent suspension of services across parts of the platforms or the entire platforms, which may cause outages; and differences in prices of digital assets between exchanges.
The broader digital assets industry, including the technology associated with digital assets, the rate of adoption and development of, and use cases for, digital assets, market perception of digital assets, and the legal, regulatory, and accounting treatment of digital assets are constantly developing and changing, and there may be additional risks in the future that are not possible to predict.
We may not have direct control over our digital assets held through a third-party custodian.
To the extent we pursue our Investment Policy, we expect that our Bitcoin and digital assets may be held by a third-party custodian, and the safety of those assets is dependent on the custodian's security practices and operational integrity, which may lead to the loss of our digital assets as a result of the insolvency of the custodian, theft by employees or insiders of the custodian or if the custodian's security measures are compromised, including as a result of cyberattacks. A successful security breach or cyberattack could result in a partial or total loss of our Bitcoin in a manner that may not be covered by insurance or indemnity provisions of the custody agreement with a custodian who holds our Bitcoin. Such a loss could have a material adverse effect on our financial condition and results of operations.
Similar paragraph at 1 of 31 other Crypto companies: TRONOur ability to time the price of our purchases of Bitcoin and other digital assets pursuant to our Investment Policy will be limited.
Similar paragraph at 1 of 31 other Crypto companies: CORZIn the future, we may acquire additional Bitcoin and other digital assets in accordance with our Investment Policy. Bitcoin is a highly volatile asset. Volatility may continue in the future and historical trends could reverse dramatically. As a result, there can be no assurance that we will be able to purchase Bitcoin at favorable prices or avoid losses associated with declines in the value of Bitcoin. Our ability to time such purchases to coincide with favorable market conditions may be limited.
To the extent we pursue our Investment Policy, our operating results may also be subject to significant fluctuations because we may be required to account for our digital assets at fair value.
In December 2023, the FASB issued ASU 2023-08, which upon our adoption will require us to measure in-scope digital assets (including any Bitcoin holdings) at fair value in our statement of financial position, and to recognize gains and losses from changes in the fair value of such assets in net income each reporting period. ASU 2023-08 will also require us to provide certain interim and annual disclosures with respect to our digital asset holdings. Due in particular to the volatility in the price of Bitcoin, we expect the adoption of ASU 2023-08 to have a material impact on our financial results, to increase the volatility of our financial results, and to affect the carrying value of any digital assets on our balance sheet, and it could have adverse tax consequences, which in turn could have a material adverse effect on our financial results and the market price of our securities.
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Numerous digital asset platforms have been sued, investigated, or shut down due to fraud, manipulative practices, business failure and security breaches. For example, in 2022, each of Celsius Networks, Voyager, Three Arrows Capital and FTX declared bankruptcy. In November 2023, the U.S. Department of the Treasury, DOJ and CFTC all announced enforcement actions against Binance, requiring payments of over $4.3 billion in criminal forfeiture, penalties, and fines.
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Digital asset trading venues may experience greater fraud, security failures or operational problems than trading venues for more established asset classes, which could result in significant price fluctuations of digital assets, including Bitcoin.
Digital asset trading venues are relatively new and, in many cases, unregulated. Furthermore, there are many digital asset trading venues which do not provide the public with significant information regarding their ownership structure, management teams, corporate practices and regulatory compliance. As a result, the marketplace may lose confidence in digital asset trading venues, including prominent exchanges that handle a significant volume of Bitcoin trading and/or are subject to regulatory oversight, in the event one or more digital asset trading venues cease or pause for a prolonged period the trading of any digital assets, or experience fraud, significant volumes of withdrawal, security failures or operational problems. Negative perception, a lack of stability in the broader digital asset markets and the closure, temporary shutdown or operational disruption of digital asset trading venues due to fraud, business failure, cybersecurity events, government-mandated regulation, bankruptcy, or for any other reason, may result in a decline in confidence in Bitcoin and the broader digital asset ecosystem and greater volatility in the price of Bitcoin and other digital assets.
Similar paragraph at 12 of 31 other Crypto companies: CLSK, DJT, FWDI, GEMI, GLXY, HSDT, HYPD, MSTR and 4 moreRead in the 10-K ↗
A U.S. federal government shutdown or other disruption in U.S. federal government operations could adversely affect us.
Disagreement over the U.S. federal budget has caused the U.S. federal government to shut down in the past and could result in future shutdowns. Although Congress has in the past relied on continuing resolutions and other short-term funding measures, there is no assurance that future appropriations legislation will be timely enacted or that future shutdowns will be avoided. To the extent a future downtown occurs or is prolonged, shutdown-driven regulatory delays, including at the SEC, could 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 any future shutdown is prolonged or occurs repeatedly, could adversely affect our business, financial condition and results of operations.
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•In early 2025, U.S. policymakers and regulators announced initiatives to reassess the regulatory framework for digital assets, including through the creation of a federal working group and an SEC crypto task force.
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contested in litigation, which could take years to resolve, or dropped by the new administration, which can also lead to an uncertain regulatory environment.
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extent we pursue our Investment Policy, we are not subject to, and do not otherwise voluntarily comply with, the extensive regulations applicable to investment companies and investment advisers under U.S. federal and state law. Consequently, our shareholders do not have the regulatory protections provided to shareholders in registered and regulated investment companies, which, for example, require investment companies to have a certain percentage of disinterested directors and regulate the relationship between the investment company and certain of its affiliates. This means, among other things, that the execution of or changes to our Investment Policy, our use of leverage, the manner in which our digital assets are custodied, our ability to engage in transactions with affiliated parties and our operating and investment activities generally are not subject to the extensive legal and regulatory requirements and prohibitions that apply to investment companies and investment advisers.
Similar paragraph at 12 of 31 other Crypto companies: ASST, DFDV, DJT, FWDI, HSDT, HYPD, LITS, NAKA and 4 moreRead in the 10-K ↗
respect to the treatment of crypto currencies for U.S. federal income and foreign tax purposes. The uncertainty regarding tax treatment of digital asset transactions impacts our customers, and could impact our business, both domestically and abroad.
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Unrealized fair value gains on our digital asset holdings may cause us to become subject to the corporate alternative minimum tax under the Inflation Reduction Act of 2022.
The United States enacted the Inflation Reduction Act of 2022 (“IRA”) in August 2022. Unless an exemption applies, the IRA imposes a 15% corporate alternative minimum tax (“CAMT”) on a corporation with respect to an initial tax year and subsequent tax years if the average annual adjusted financial statement income for any consecutive three-tax-year period preceding the initial tax year exceeds $1 billion. On September 12, 2024, the Department of Treasury and the IRS issued proposed regulations with respect to the application of CAMT.
Additionally, to the extent we pursue our Investment Policy, we expect to be required to adopt ASU 2023-08, under which our Bitcoin holdings must be measured at fair value in our statement of financial position, with gains and losses from changes in the fair value of our Bitcoin recognized in net income each reporting period. When determining whether we are subject to CAMT and when calculating any related tax liability for an applicable tax year, the proposed regulations provide that, among other adjustments, our adjusted financial statement income must include any unrealized gains or losses reported in the applicable tax year.
Accordingly, as a result of the enactment of the IRA and our expected adoption of ASU 2023-08, we may be subject to CAMT in the 2026 taxable year and beyond. If we become subject to CAMT, it could result in a material tax obligation that we would need to satisfy in cash, which could materially affect our financial results, including our earnings and cash flow, and our financial condition.
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products. Any use of open source software inconsistent with our policies or licensing terms could harm our business and financial position.
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assets, among others. Our results of operations may be adversely affected if our assumptions change or if actual circumstances differ from those in our assumptions, which could cause our results of operations to fall below the expectations of securities analysts and investors, resulting in a decline in the market price of our securities.
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ICE and its affiliates engage in a broad spectrum of activities, including investments in the financial services and technology industries. In the ordinary course of its business activities, ICE and its respective affiliates may engage in activities where their interests conflict with our interests, or those of our other stockholders. Our
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A sustained decline in the market price of our common stock, or other adverse developments affecting our trading market, could cause us to fall out of compliance with applicable exchange listing standards, which could result in a delisting of our securities. Any such delisting could reduce the liquidity of our securities, increase volatility, limit our ability to access the capital markets and increase the costs and burdens associated with being a public company.
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35 paragraphs in the 10-Q filed Nov 9, 2026 with nothing like them in the 10-Q filed Aug 10, 2026 (at least half the words must differ; new numbers alone do not count). Quoted exactly, grouped by the item heading above them. This is text that changed, not a judgement of how serious it is.
• fluctuations in the value and liquidity of the Company’s strategic investments, including its Transchem warrants and investment in Bitcoin Japan Corporation, restrictions on transfer or monetization, additional funding requirements upon exercise of warrants, and the Company’s ability to realize the anticipated benefits of those investments;
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Adjustments to reconcile net income (loss) to net cash used in operating activities:
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Capitalized internal-use software development costs and other capital expenditures (2,292) (703)
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The Company tests goodwill for impairment annually as of October 1, or more frequently if events or changes in circumstances indicate that the fair value of a reporting unit may be below its carrying amount. As of September 30, 2026, the Company did not identify events or changes in circumstances requiring an interim impairment test. Subsequent to September 30, 2026, the Company’s market capitalization declined below the carrying value of its stockholders’ equity. A sustained decline in the Company’s market capitalization, among other factors, could result in a non-cash impairment charge that may be material to the Company’s results of operations.
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incurred or as a component of Other income, net in the consolidated statements of operations. The TSA had expired as of the end of December 31, 2025. No amounts were owed to Bakkt under the TSA as of September 30, 2026.
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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.
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appeal upon being informed that the Superior Court’s judgment is not final until the fee motion is resolved; Roman may re-file the appeal once the judgment is final. Briefing on the fee motion is underway.
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In August 2026, the Company, through its wholly-owned subsidiary Distributed Technologies Research Global Ltd (Dubai Branch), entered into a lease agreement for approximately 6,600 square feet of office space in Dubai, United Arab Emirates. The lease has a five-year term commencing October 1, 2026 and expiring September 30, 2031. Annual fixed payments, which include rent and common area maintenance charges, are approximately AED 1.0 million (approximately $ 0.3 million) in the first year and increase 5 % each year thereafter. Payments are made quarterly in advance. Total fixed payments over the lease term are approximately AED 5.6 million (approximately $ 1.5 million), excluding value-added tax. The lease contains no renewal option and does not renew automatically. The Company may terminate the lease early by giving three months’ notice and paying compensation equal to four months of payments. Because the lease had not commenced as of September 30, 2026, the Company recognized no right-of-use asset or lease liability for this lease as of that date.
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On October 1, 2026, the Company’s lease for office space in Dubai, United Arab Emirates, described in Note 19, Leases, commenced. On that date, the Company recognized an operating lease right-of-use asset of approximately $ 1.3 million and an operating lease liability of approximately $ 1.2 million. The amounts are based on the present value of the remaining fixed lease payments, discounted at the Company’s incremental borrowing rate of 7.0 %.
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On October 13, 2026, the plaintiff in the Class Action described in Note 17, Commitments and Contingencies, agreed to waive appeal. Attorneys for the Defendants are working to close out the matter.
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On October 15, 2026, the Company's outstanding Public Warrants expired in accordance with their contractual terms. Any Public Warrants remaining unexercised upon expiration ceased to be exercisable and were no longer outstanding.
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Our trade execution and liquidity access services include cross border trading (“CBT”) execution for institutional clients. We are building a dedicated global CBT desk to serve non-U.S. institutional clients, with an initial launch targeted for the fourth quarter of 2026, subject to banking, documentation and technology readiness and applicable approvals.
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We are commercializing four principal product configurations: Embedded Finance modules that place accounts, payments and international transfers within a client's own experience; co-branded credit card programs with built-in issuing and payments; a Neobank-as-a-Service offering through which businesses would be able to use our technology and regulated infrastructure on a white-label basis to offer programmable finance and account-based products to their end customers; and, a planned U.S. stablecoin card-as-a-service program, a consumer credit card program designed to settle
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purchases in stablecoins, with card processing and credit infrastructure and consumer credit products would be issued by partner banks. Embedded Finance modules are available and partners are integrating them; the co-branded credit card programs, Neobank-as-a-Service and the stablecoin card-as-a-service program are planned and remain in development, in each case subject to product readiness, client launch timing, bank and network requirements and applicable approvals.
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• We expanded our commercial organization to commercialize our existing products, broaden distribution partnerships and develop sector-specific solutions for industries with large recurring transaction flows, beginning with energy, metals and agriculture. In September 2026 we appointed a Global Head of Markets, a Senior Vice President, Institutional Partnerships and Growth, and a Vice President, U.S. Sales, and in October 2026 we appointed a Managing Director, Europe, to lead our European expansion, including the pursuit of regulatory authorizations.
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• Total Transacting Volume was $147.5 million for the third quarter of 2026 and $557.5 million for the nine months ended September 30, 2026. On November 9, 2026 we announced that, beginning in December 2026, we intend to publish completed-month Total Transacting Volume and Annualized Run-Rate Volume monthly in the Bakkt Engine Report. See "Key Performance Indicators."
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• Monthly Active Users, a measure of end users completing qualifying fiat transactions on Bakkt-operated payment rails, were 9,760 for September 2026, the first period for which we report this measure. See "Key Performance Indicators - Monthly Active Users."
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During the third quarter of 2026 and through the date of this Report, the regulatory framework for digital assets and stablecoins continued to develop. Federal agencies advanced implementation of the Guiding and Establishing National Innovation for U.S. Stablecoins Act (the "GENIUS Act"), enacted in July 2025 and effective January 18, 2027. The U.S. Department of the Treasury proposed rules governing the issuance, offer and sale of payment stablecoins, including a prohibition, beginning July 18, 2028, on digital asset service providers offering or selling stablecoins not issued by a permitted issuer; the Federal Reserve proposed rules for issuers under its supervision; the Stablecoin Certification Review Committee issued interim procedures for certifying state regulatory regimes; and the Office of the Comptroller of the Currency issued its final rule for issuers under its jurisdiction. Several comment periods remain open, and the final requirements may differ from the proposals.
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Market structure legislation did not advance: the U.S. Senate did not invoke cloture on a motion to proceed to the Digital Asset Market Clarity Act (the "CLARITY Act"), which the House of Representatives passed in July 2025, and enactment during the current Congress is uncertain. The SEC proposed Regulation Crypto Assets, which would provide registration exemptions for certain offerings of crypto asset investment contracts, a conditional safe harbor and preemption of state registration requirements, building on the joint SEC and CFTC interpretation earlier in 2026 that classifies crypto assets into five categories, including stablecoins, and the CFTC submitted proposed regulations for crypto asset transactions and markets for regulatory review.
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Banks and payment networks continued to adopt stablecoins. A group of 21 banks and financial institutions, including Bank of America, Citi, Goldman Sachs and Wells Fargo, announced plans to establish a company to issue a U.S. dollar stablecoin intended to comply with the GENIUS Act and the European Union's Markets in Crypto-Assets Regulation ("MiCA"), with a market launch targeted for the first half of 2027. The OCC granted final approval for Circle to open a national trust bank, and in October 2026 Visa reported that its stablecoin settlement volume exceeded a $25 billion annualized run rate, approximately ten times the level of a year earlier.
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Outside the United States, the MiCA transitional period ended on July 1, 2026, and crypto-asset service providers in the European Union now require MiCA authorization. The United Kingdom published draft regulations and perimeter guidance for a cryptoasset regime, including qualifying stablecoins, that takes effect in October 2027. In Japan, the three largest banking groups plan to jointly issue a yen stablecoin, with live transactions targeted by March 2027. In India, the framework for virtual digital assets remained under parliamentary review, and the Reserve Bank of India continued to express concerns about private stablecoins.
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We believe these developments will support broader institutional adoption of stablecoins for payments and settlement and increase demand for regulated infrastructure such as ours. They may also increase competition and compliance costs, and the timing and content of final rules remain uncertain. See "Item 1A. Risk Factors" in our Form 10-K and in our Quarterly Reports on Form 10-Q for the quarters ended March 31, 2026 and June 30, 2026.
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TTV was $147.5 million for the three months ended September 30, 2026, consisting of $141.7 million of digital asset trading activity and $5.8 million of payments and stablecoin conversion activity, and $557.5 million for the nine months ended September 30, 2026, consisting of $544.9 million of digital asset trading activity and $13.0 million of
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payments and stablecoin conversion activity. Activity of the acquired business before May 1, 2026 is not included, and prior periods have not been recast.
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Beginning in December 2026, with activity for November 2026, we intend to publish a monthly report, the Bakkt Engine Report, presenting TTV for each completed calendar month, with comparisons to prior months, together with Annualized Run-Rate Volume ("ARV"). ARV is calculated by multiplying TTV for a completed calendar month by twelve. Monthly TTV is measured in U.S. dollars on the same basis as our quarterly TTV. ARV is an arithmetic annualization of one month of transaction activity. It is an operating volume metric; it does not represent revenue, earnings, profitability, assets held by the Company or cash flow, and it is not a forecast of transaction volume for any future period, a target, or contracted or committed volume. ARV does not adjust for the number of days in a month or for seasonality. Client concentration, launch timing, market conditions and unusual transactions, may affect a particular month's TTV and the resulting ARV, which may therefore vary significantly from month to month and may not be representative of transaction activity in any future period. Management uses ARV to monitor the current scale of transaction activity and the contribution of client activations and growing client usage, and we believe monthly TTV and ARV will help investors assess the pace of commercial progress between quarterly reports as our client base and commercial organization expand. Each report will identify the reporting month and discuss material drivers of activity. We intend to report our first completed-month ARV in December 2026, based on November 2026 TTV. The Bakkt Engine Report will present transaction volume only; Strategic Asset Value and Monthly Active Users will continue to be reported quarterly with our results of operations.
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Nine Months Ended September 30, 2026 compared to Nine Months Ended September 30, 2025
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Technology and communications expense remained flat for the nine months ended September 30, 2026 compared to the nine months ended September 30, 2025. Technology and communication expenses consist of hardware and software, hosting fees and telecommunications.
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We intend to use our unrestricted cash for working capital and general corporate purposes, including, but not limited to funding our regulatory capital requirements, compensating balance arrangements and other similar commitments,
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period. These increases were offset by $2.7 million decrease in selling, general and administrative and a $1.5 million decrease in professional services.
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Our institutional trading and liquidity activities expose us to credit, counterparty and settlement risk, and a counterparty’s failure to perform could materially and adversely affect our liquidity and financial condition.
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We commit our own capital to support institutional trading activity, including through our planned cross-border trading desk and overnight lending of cash and/or stablecoins to clients and trading counterparties. Although we generally seek to execute client trades on a matched, riskless-principal basis, these activities may require us to deliver cash or digital assets before we receive the corresponding payment or delivery, extend intraday or overnight credit, and maintain balances with liquidity providers, custodians and banks. As a result, we are exposed to the risk that a client, liquidity provider, borrower or other counterparty fails to perform, whether due to insolvency, fraud, operational failure, market disruption, regulatory action or otherwise. Many participants in the digital asset industry are lightly regulated, located outside the United States, or not subject to capital or financial reporting requirements comparable to traditional financial institutions, and information about their financial condition may be limited or unreliable. The industry has experienced sudden failures of trading firms and lenders. If a counterparty becomes insolvent, our claims may be stayed, subordinated or only partially recovered, particularly given uncertainty about how digital assets are treated in bankruptcy and similar proceedings. A failed trade could also leave us with an unhedged position, exposing us to price movements, including a loss of a stablecoin’s peg.
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While we have experience maintaining balances with banks, trading with liquidity providers and filling client orders from our own balance sheet, the scale and cross-border scope of these activities are new to us.
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Our counterparty diligence, credit limits, collateral and monitoring practices may not identify or mitigate these risks adequately. Because the capital we commit to these activities represents a meaningful portion of our available cash, a single default or a series of smaller losses could materially reduce our liquidity, require us to raise additional capital that may not be available on acceptable terms or at all, and impair our licensed subsidiaries’ ability to meet regulatory capital and net worth requirements.
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During the quarter ended September 30, 2026, the following directors and officers (as defined in Exchange Act Rule 16a-1(f)) adopted certain trading plans intended to satisfy Rule 10b5-1(c)
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Name Title Adoption or Termination Date Plan End Date Shares Vesting and Subject to Sell-To-Cover Other
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Item 1A of the 10-Q filed Nov 9, 2026 against Item 1A of the 10-K filed Mar 19, 2026.
A 10-Q repeats only the risks that changed, so a 10-K paragraph that is missing from it is not counted as removed.
Added is a paragraph with nothing like it in the 10-K, Reworded a sentence that is in both with several words changed,
Quiet changes a sentence in both where one to four words changed and one is a hedge or a modal
(cut words struck through, new words highlighted and underlined).
Text on the page, not a score; each links to the filing at sec.gov.
Work on BKKT in a spreadsheet:
Excel workbook (a sheet per section, ten years by column, charts, links to the filings) ·
CSV.
For a Google Sheet that stays up to date, paste =IMPORTDATA("https://tickdelta.com/company/BKKT/export.csv") into a cell.
