Item 2.02. Results of Operations and Financial Condition.

Preliminary Financial Results for Quarter Ended December 31, 2025

The preliminary financial information set forth above has not been reviewed or audited by Bakkt's independent registered accounting firm and is subject to revision and is anticipated to be finalized in connection with the completion of the Bakkt's Annual Report on Form 10-Kfor the year ended December 31, 2025. Bakkt's preliminary estimates above are not a comprehensive statement of Bakkt's financial results and are not necessarily indicative of the results to be expected as of or for the quarter ended December 31, 2025, or any future period. Accordingly, you should not place undue reliance on these preliminary estimates. Bakkt expects to report its fourth quarter 2025 and annual 2025 results during a conference call in March, at which point it will discuss its fourth quarter 2025 and annual 2025 financial results in more detail.

During the course of Bakkt's quarter-endand year-endclosing procedures and review process, including the finalization of its financial statements for and as of the year ended December 31, 2025, Bakkt may identify items that would require it to make adjustments, which may be material to the information presented above. As a result, the estimates above constitute forward-looking information and are subject to risks and uncertainties, including possible adjustments to preliminary results. See "Cautionary Note Regarding Forward-Looking Statements" for further details.

The information included in this Item 2.02 shall be deemed filed for purposes of Section 18 of the Securities Exchange Act of 1934, as amended.

Item 8.01. Other Events.

Loyalty Business Sale Litigation

As previously reported, on July 23, 2025, Bakkt Opco Holdings, LLC ("Opco"), a wholly owned subsidiary of Bakkt, entered into the Equity Purchase Agreement dated as of July 23, 2025, as amended on September 30, 2025 (as amended, the "Purchase Agreement"), with Project Labrador Holdco, LLC, a wholly owned subsidiary of Roman DBDR Technology Advisors, Inc. (the "Purchaser"), and Bridge2 Solutions, LLC, Aspire Loyalty Travel Solutions, LLC, Bridge2 Solutions Canada, Ltd., each a wholly owned subsidiary of Opco, and B2S Resale, LLC, an indirect wholly owned subsidiary of Opco (collectively, the "Acquired Companies"). Pursuant to the terms and subject to the conditions set forth in the Purchase Agreement, Opco agreed to sell to the Purchaser all of the issued and outstanding equity interests of the Acquired Companies, which constitute the entities that previously conducted Bakkt's loyalty and travel redemption business (the "Loyalty Business"). As previously reported, Bakkt completed the sale of the Loyalty Business on October 1, 2025 (the "Closing").

Pursuant to the Purchase Agreement, the Purchaser had agreed to promptly return certain funds, estimated to be approximately $5 million, that remained with the Acquired Companies at Closing to ensure the uninterrupted completion of certain ordinary course transactions of the Loyalty Business that would occur on or about the time of the Closing (the "Wrong Pockets Cash"). The Purchaser has failed to return the Wrong Pockets Cash. As a result, Opco has filed a complaint against the Purchaser for breach of contract in the Delaware Superior Court to enforce such payment obligations. In addition, in connection with the Closing, Opco loaned approximately $5 million of restricted cash held by the Acquired Companies pursuant to the Purchase Agreement and certain unsecured subordinated promissory notes (the "Notes"). The Purchaser has failed to repay certain obligations under the Notes and Opco intends to enforce its rights under the Notes as necessary to recover any unpaid amounts.

India Investment

As disclosed in its Form 8-K filed November 21, 2025, the Company elected to subscribe to 47,500,000 warrants to be issued by Transchem Ltd., an Indian company listed on BSE Ltd., pursuant to a preferential allotment approved by Transchem's board of directors on November 21, 2025, and subject to regulatory approvals (the "Investment"). Shareholder approval for the warrant allotment was obtained at an extraordinary general meeting of shareholders on December 20, 2025. The purchase price for the warrants is approximately $10 million. The warrants may be exercised by the Company for shares in Transchem's common stock within 18 months of issuance in one or more tranches. The Investment includes an option for the Company to subscribe for additional warrants. Transchem has informed the Company that it has identified a potential acquisition target in India engaged in stock broking and registered with the Securities and Exchange Board of India as both a stockbroker and a depository participant. Subject to the completion of definitive agreements, regulatory approvals, and other customary closing conditions, the Company expects to provide additional updates in due course on the structure of the Investment, any potential corporate name change or rebranding, and expected changes to management and governance.