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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.
The 10-K against last year's
387 changes: 91 added, 126 removed, 170 reworded
10-K 0001628280-26-019870 (2026-03-19) vs 10-K 0001628280-25-013959 (2025-03-20)
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The paragraph that changed most in each section
Marked against last year's 10-K:
cut words struck through, new words highlighted and underlined.
MD&A 253 words changed in this paragraph; it is 51% similar to last year's version.
We intend to use our unrestricted cash, inclusive of any potential borrowings under the ICE Credit Facility, proceeds from the Private Placement and Offering, to fund our day-to-day operations, including, but not limited to funding our regulatory capital requirements, compensating balance arrangements and other similar commitments, each of which is subject to change, and as available (i) activate new crypto 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. It is likely that we will need to draw 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 a portion Bakkt's platform as of the ICE Credit Facility in 2025 to fund operations as we continue to scale the Crypto product offering. We have taken action to right-size headcount since 2022. Our operating cash usage in 2024 declined from 2023 levels driven by the combined impact date of increased revenue and expense reductions from restructuring actions. 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 proposed acquisition of DTR, we have no agreements or commitments with respect to any such acquisitions or investments at this time. Our expected uses of available funds are based on our present plans, objectives Management believes that the Company's cash and business condition. Additionally, Webull’s decision not to renew its agreement with us when the current term of the agreement ends on June 14, 2025 cash equivalents will materially reduce our Crypto services revenue. Our fully implemented operating budgets and forecasts, which exclude forecasts for new products or markets and reflect the loss of Webull’s Crypto services revenue, raise a substantial doubt about our ability be sufficient to fund our Bakkt's operations for at least 12 months from the date of issuance of these consolidated financial statements. Management believes that its planned cost reduction measures can be successfully implemented and alleviate the substantial doubt that was raised about our ability to continue as a going concern. However, there statements are certain risks issued.
Source: Item 7, 10-K 0001628280-26-019870 vs Item 7, 10-K 0001628280-25-013959
Risk Factors 234 words changed in this paragraph; it is 53% similar to last year's version.
The changes in presidential administration and control of the U.S. Congress (“Congress”) in 2025 may result in a new regulatory approach to crypto digital assets and blockchain, including newly adopted laws and regulations, changes in approach to enforcement, enforcement approach, and new interpretations of existing laws. President Donald J. Trump has issued an executive order designed to increase federal government support of the crypto digital asset industry, including by establishing a President’s Working Group on Digital Asset Markets that is directed to identify existing regulations that should be rescinded or modified and to develop a new regulatory framework for crypto, among other things. Similarly, the SEC has established a new Crypto Digital Asset Task Force that will to develop a framework for SEC policies governing crypto and has moved to end or pause several enforcement actions and investigations involving companies in the crypto industry. For example, lawmakers and regulators may adopt policies permitting broader or more restricted transactions in certain digital assets, allowing or providing new regulatory clarity to additional types of activities in the crypto markets, and/or imposing or allowing new forms of registration or licensing on entities involved in those activities. Similarly, federal and state regulators may change or decrease their emphasis on enforcement in the crypto industry. assets. While this could bring more certainty and potentially provide support to the crypto digital asset markets and our existing and potential customers, it is unclear what, if any, what changes may be adopted and or what the their effects of those changes may be on our business and current operations. business. We may, based on any regulatory changes, be forced to adapt our business model to comply with new laws, perhaps quickly. Any quickly, and any such changes could negatively impact our operations and the services we provide customers, including on our crypto trading platform. profitability. In addition, if we are not able to adapt more regulatory certainty or less enforcement could encourage more entrants into the market, which could increase competition for our business lines and practices quickly enough, it customers. Our competitors may cause us to lose customers and negatively affect our profitability. Any required changes could also be costly to implement. alternatively
Source: Item 1A, 10-K 0001628280-26-019870 vs Item 1A, 10-K 0001628280-25-013959
Accounting Policies 145 words changed in this paragraph; it is 37% similar to last year's version.
In December 2023, August 2020, the FASB Financial Accounting Standards Board (“FASB”) issued ASU No. 2023-08, Intangibles-Goodwill and Other-Crypto Assets (Topic 350-60), Accounting Standards Update (“ASU”) 2020-06, Accounting for Convertible Instruments and Disclosure Contracts in an Entity's Own Equity ("ASU 2020-06"). This ASU simplifies the accounting for convertible instruments by eliminating certain separation models and improves the consistency of Crypto Assets (“ASU 2023-08”), which requires entities measure assets that meet earnings per share calculations by requiring the scope criteria at fair value with changes recognized use of the if-converted method for all convertible instruments. It also enhances disclosures about the terms of convertible instruments and contract in net income each reporting period. an entity's own equity. ASU 2023-08 also requires enhanced disclosures for interim and annual periods. The ASU is 2020-06 was effective for fiscal years beginning after December 15, 2024, 2023, including interim periods within those years. Early adoption is permitted. In connection with the Convertible debenture issued in June 2025, the Company was subject to and adopted ASU 2020-06. The adoption of this ASU is did not expected to have a material impact on the Company’s Company's consolidated financial statements.
Source: Item 8, Note 2 – Summary of Significant Accounting Policies, 10-K 0001628280-26-019870 vs Item 8, Note 2 – Summary of Significant Accounting Policies, 10-K 0001628280-25-013959
Legal Proceedings 3 words changed in this paragraph; it is 98% similar to last year's version.
The results of any litigation cannot be predicted with certainty, and an unfavorable resolution in any legal proceedings could materially affect our future business, results of operations, or financial condition. Regardless of the outcome, litigation can have an adverse impact on us because of defense and settlement costs, diversion of management resources, and other factors. For additional information on our ongoing legal proceedings, refer to Note 14 16, Commitments and Contingencies, in our audited consolidated financial statements included in this Form 10-K.
Source: Item 3, 10-K 0001628280-26-019870 vs Item 3, 10-K 0001628280-25-013959
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Sentences and paragraphs added, removed or reworded
Sentences and paragraphs of BKKT's Risk Factors and MD&A, 10-K 2026-03-19 against 10-K 2025-03-20. Each links to the text at sec.gov.
Quiet changes are sentences kept from last year with one to four words changed, at least one of them a hedge, a modal or a qualifier (may, could, will, not, significant, material…). A year or date rolling forward is not counted.
The full word list
adverse, adversely, all, although, anticipate, anticipates, any, approximately, believe, believes, can, cannot, certain, could, expect, expects, generally, however, if, intend, intends, largely, likely, many, material, materially, may, might, most, must, never, no, not, possible, primarily, probable, should, significant, significantly, some, substantial, substantially, unlikely, will, wouldAddedRisk Factors
•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.
AddedRisk Factors
•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.
AddedRisk Factors
•Investing in digital assets increases our exposure to risks associated with those assets, including Bitcoin.
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• A U.S. federal government shutdown or other disruption in U.S. federal government operations could adversely affect us.
AddedRisk Factors
We may be unable to realize the anticipated benefits of investments and strategic transactions in connection with our international expansion strategy.
AddedRisk Factors
As we increase the breadth and depth of our product offering and seek to expand internationally, there can be no assurance that we will be able to realize the anticipated benefits of these and other past or future investments and strategic transactions. If our investments do not perform, those investments could become impaired and we may lose any or all of our investment. In addition, there can be no assurance that our international partners, in particular those that we do not control, such as MHT, will adopt our products, services or technology, which could impact our growth prospects.
AddedRisk Factors
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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AddedRisk Factors
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.
AddedRisk Factors
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.
AddedRisk Factors
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.
AddedRisk Factors
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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In addition, new or changing laws, regulations, guidance or enforcement actions, could severely or materially adversely impact, among other things, the permissibility of the operation of the blockchain networks underlying crypto digital assets and our operations; adversely impact the value or liquidity of crypto; digital assets; the ability to access marketplaces or exchanges on which to trade crypto; digital assets; the structure, rights and transferability of crypto digital assets and the treatment of crypto digital assets and holders of crypto digital assets in insolvency proceedings; and publicity relating to particular digital assets or platforms or the digital asset industry more generally.
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Non-compliance with those requirements may lead to injunctions, penalties and sanctions against us as well as the person seeking to hold, acquire or increase a controlling interest, may subject the relevant transactions to cancellation or forced sale, and may result in increased regulatory compliance requirements or other potential regulatory restrictions on our business (including in respect of matters such as corporate governance, restructurings, mergers and acquisitions, financings and distributions).
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Our employees’ or third parties’ intentional, unintentional or inadvertent actions may increase our vulnerability or expose us to security threats, such as ransomware or other malware or phishing attacks, and we may remain responsible for unauthorized access to, or loss, unavailability, alteration, destruction, acquisition, disclosure or other processing of information we or our vendors process or otherwise maintain.
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There is no certainty that the measures we have taken or whether an improving regulatory environment will be sufficient to address the risks posed by any crypto digital asset market disruption and volatility, including those caused by any recession or economic downturn that may occur, and we may experience material and adverse impacts to our business as a result.
RewordedRisk Factors
We may issue additional shares of our Class A Common Stock common stock or other equity securities in the future in connection with, among other things, future acquisitions, repayment of outstanding indebtedness, the exercise of warrants issued pursuant to the Concurrent Offerings, or grants under the Omnibus Incentive Plan, without stockholder approval in a number of circumstances. previously
RewordedRisk Factors
Congress considered bills that would create new federal frameworks for crypto, digital assets, including the Financial Innovation and Technology for the 21st Century Act (“FIT 21”), which in 2024 was passed by the House of Representatives but stalled in the Senate and has not been reintroduced in 2025, enacted yet, and legislation that would provide legislative and regulatory efforts to establish a regulatory U.S. digital asset framework for stablecoins. continue.
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Once a transaction has been verified and recorded in a block that is added to the distributed ledger, an incorrect transfer of crypto generally will not be reversible, and we may not be able to obtain compensation for any such transfer or theft.
RewordedRisk Factors
Unlike bank accounts or accounts at some other financial institutions, in the event of loss or loss of utility value, there is no public insurer to offer recourse to us or to any consumer and the misappropriated digital asset may not be easily traced to the bad actor.
RewordedRisk Factors
Prior to the acquisition of Bakkt Financial Solutions I, LLC (“BFS”, formerly Bakkt Crypto acquisition Solutions, LLC), in April 2023, our historical revenue was achieved largely as the result of a white-labeled loyalty redemption product offered by the Bakkt Loyalty Solutions business, a business which we sold in the year ended December 31, 2025, and therefore should not be considered indicative of our future performance.
AddedMD&A
On July 23, 2025, Bakkt Opco Holdings, LLC (“Opco”), a wholly owned subsidiary of the Company, entered into an agreement to sell all of the issued and outstanding equity interests of Bridge2 Solutions, LLC, Aspire Loyalty Travel Solutions, LLC, Bridge2 Solutions Canada, Ltd., and B2S Resale, LLC (collectively, the “Acquired Companies”) to Project Labrador Holdco, LLC, a wholly owned subsidiary of Roman DBDR Technology Advisors, Inc. (the “Purchaser” or "Roman"). These entities comprised our loyalty and travel redemption business (the “Loyalty Business”). The sale transaction closed on October 1, 2025, which completed a part of our strategic transformation into a pure-play digital asset infrastructure platform.
AddedMD&A
In accordance with United States generally accepted accounting principles (“U.S. GAAP”), Bakkt management determined that the Loyalty Business met the criteria for classification as held for sale and a discontinued operation as of September 30, 2025. This determination was based on management’s commitment to a formal plan to sell the business, the significance of the business to the Company's historical operations, and the expectation that the sale will result in the elimination of the operations and cash flows of the Loyalty Business from ongoing operations. As such, the results of operations, financial position, and cash flows of the Loyalty Business have been reclassified and are presented as discontinued operations for all periods presented, where applicable. Assets and liabilities related to the Loyalty Business have been reclassified as held for sale in the consolidated balance sheets, and the related operating results, including any gains or losses on the sale, are reported separately from continuing operations in the consolidated statements of operations for all periods presented. Refer to Note 3, Discontinued Operations, in the notes to the accompanying audited consolidated financial statements for further information.
AddedMD&A
Founded in 2018, Bakkt, Inc. (the “Company”) builds digital financial infrastructure designed to support institutional participation in the digital asset economy. 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.
AddedMD&A
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, develop software that enables institutions and customers to integrate and operate artificial intelligence-driven financial services through our platform, and invest in regulated entities in key jurisdictions. This strategy is designed to support institutional adoption of digital asset trading, stablecoin payments, and related financial services.
AddedMD&A
Bakkt Markets - Bakkt Markets enables institutions to launch secure, compliant, and advanced digital asset brokerage, trading and payment capabilities through a plug-and-play 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.
AddedMD&A
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.
AddedMD&A
Bakkt Agent - Bakkt Agent provides institutions, with plans to provide direct to consumer, with programmable access to Bakkt’s financial infrastructure through an intelligent software layer that coordinates onboarding, account creation, funding, and global money movement. Bakkt Agent utilizes automation and software-based agents to facilitate functions such as customer onboarding and identity verification, virtual account issuance, stablecoin and fiat payment rails, and domestic and cross-border payouts through application programming interfaces (“APIs”) and configurable workflows.
AddedMD&A
Bakkt Agent is designed to simplify the integration and operation of financial services by abstracting operational and technical complexity and enabling customers to programmatically initiate, manage, and monitor financial transactions, settlement, account activity, and compliance processes. Bakkt Agent’s modular architecture allows institutions to embed financial capabilities into their own applications and systems, supporting faster product deployment, operational efficiency, and the ability to scale financial services across multiple jurisdictions and payment networks.
AddedMD&A
Bakkt Global - Bakkt Global enables Bakkt to expand its technology and infrastructure into international markets through strategic investments in jurisdiction-specific entities operating in regulated financial 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 digital asset trading, payment, and settlement services.
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Through Bakkt Global, Bakkt seeks to extend its trading infrastructure, stablecoin and fiat payment rails, and settlement services into new geographic markets through strategic investments in locally regulated entities. This approach enables Bakkt to access additional liquidity, customers, and financial networks while operating within local regulatory frameworks and supporting geographic diversification.
AddedMD&A
The digital asset landscape underwent a fundamental shift in 2025, transitioning from a speculative retail market into the foundational architecture of global finance. This shift was defined by legislative clarity and formation of global standards for compliance, institutional integration, and the utilitarian expansion of stablecoins.
AddedMD&A
Widely considered one of the most significant pieces of digital asset legislation to date, the passage of the GENIUS Act in July 2025 created a federal regulatory framework for payment stablecoins. Further, the GENIUS Act clarified that payment stablecoins are neither securities nor commodities, removing them from SEC and CFTC jurisdictions. It also requires issuers to maintain 1:1 backing with high-quality liquid assets, such as U.S. dollars or short-term Treasuries, and to publish monthly reserve attestations. Establishing a federal framework provided regulated banks with a clear pathway to integrating stablecoins into existing payment infrastructure.
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Year Ended December 31, 2025 Year Ended December 31, 2024 Year Ended December 31, 2023 Net loss from continuing operations $ (103,447) (97,658) $ (225,812) (94,411) Depreciation and amortization 607 343 13,932 Interest income, net (791) (4,318) (4,338) Income tax (benefit) expense (benefit) 170 444 (49) 110 EBITDA (107,252) (215,774) (97,891) (98,276) Acquisition-related expenses 53 128 4,299 Share-based and unit-based compensation expense 15,841 16,761 Cancellation of common units — (13) 65,418 13,941 Loss (gain) from change in fair value of warrant liability (30,191) 17,186 1,571 Goodwill and intangible assets impairments — 60,499 Impairment of long-lived assets 889 30,265 733 744 Restructuring expenses 5,335 8,194 4,608 Shelf registration expenses — 200 — Transition services expense — 600 3,902 Gain on lease assignments (8,884) — Loss on sale of Bakkt Trust 2,301 — Loss on extinguishment of convertible debenture 2,617 — TRA Settlements 26,875 — Adjusted EBITDA loss $ (64,214) (33,634) $ (93,882) (57,283)
RewordedMD&A
Net cash inflows from changes in our operating assets and liabilities for the year ended December 31, 2024 2023 resulted primarily from a $55.6 $32.3 million increase in customer funds, a $9.1 non-recurring return of a $15.2 million deposit with ICE Clear US, Inc., a decrease in prepaid insurance, insurance of $9.8 million, and a $5.4 million decrease an increase in accounts receivable, amounts due to related parties of $2.1 million, which were partially offset by a $15.6 million decrease an increase in accounts payable, a $3.3 million decrease in deferred revenue payable and $3.6 million decrease accrued liabilities of $8.0 million, an increase in operating lease liabilities. liabilities of $3.0 million, and an increase in accounts receivable of $10.0 million.
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The non-cash charges for the year ended December 31, 2024 2023 primarily consisted of intangible and long-lived asset impairments of $90.8 million, share-based compensation of $15.8 $15.5 million, depreciation and amortization of $13.9 million, non-cash lease expense of $3.1 million and the loss from the change in fair value of our warrant liability of $17.2 million, non-cash lease expense of $1.7 million, intangible and long-lived asset impairments of $0.9 million, depreciation and amortization of $0.3 $1.6 million, partially offset by other adjustments the change in fair value of $0.1 the contingent consideration of $3.0 million.
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Net cash flows provided by financing activities of $43.8 $82.1 million for the year ended December 31, 2024 2025 consist of $46.5 $70.4 million in proceeds from our Concurrent Offerings, Common Stock issuance and exercise of pre-funded warrants, $23.8 million in proceeds from the issuance of Convertible Debentures, net of issuance costs, partially offset by $7.5 million used to repay the Convertible Debentures, the repurchase and retirement of $2.7 $3.1 million of Class A Common Stock that was withheld from vested equity grants. grants and $1.5 million of financing fees.
RewordedMD&A
Crypto costs increased decreased by $2,684.7 $1,094.8 million for the year ended December 31, 2024 2025, compared to the year ended December 31, 2023, 2024, This increase decrease was primarily driven by increased decreased crypto service volume. volume, primarily due to the loss of Webull in June 2025 and Public in October 2025..
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The increase was primarily due to increases of $3.1 $6.4 millon in legal fees and $4.5 million in legal fees, $2.6 other professional fees. slightly offset by a decrease of $2.1 million in audit and tax fees, and $0.7 million in other professional fees.
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Net cash flows provided by investing activities of $66.0 $14.1 million for the year ended December 31, 2023 2024 primarily consisted of the receipt of $185.8 $35.2 million of proceeds from the sale of available-for-sale securities, partially offset by the purchase of $61.8 $18.0 million of available-for-sale debt securities, $47.9 million net cash used to acquire Bakkt Crypto, $0.6 million cash used to acquire Bakkt Brokerage and $9.4 $3.1 million of capitalized costs of internally developed software for our technology platforms.
RewordedMD&A
Payments Due by Period Less than 1 year 1-3 years 3-5 years More than 5 years Total Purchase obligations(1) $ 4,500 4,050 $ 12,000 $ — $ — $ 16,500 4,050 Future minimum operating lease payments(2) 5,427 7,911 7,763 6,776 27,877 554 — — — 554 Total contractual obligations 9,927 19,911 7,763 6,776 44,377 4,604 — — — 4,604
RewordedMD&A
We recorded a loss gain of $1.6 $30.2 million during the year ended December 31, 2023 2025 for the change in fair value on the revaluation of our warrant liability liabilities associated with our Public Warrants. public warrants and Class 1 and Class 2 warrants from the Concurrent Offerings.
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Customers include customers of our loyalty clients who use our platform to transact in loyalty points, as well as customers of our clients who transact in crypto digital assets through, and have accounts on, our platform (except as defined for ASC 606 purposes above).
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Notional traded volumes from digital asset transactions were $4,183.2 $2,323.0 million, $1,531.7 $3,446.6 million, and $832.3 $727.1 million during the years ended December 31, 2025, December 31, 2024, and December 31, 2023, and December 31, 2022, respectively.