Bakkt Announces Plan to Simplify Capital Structure and Transition to a Single-Class Common Stock (Form 8-K)

Bakkt Announces Plan to Simplify Capital Structure and Transition to a Single-Class Common Stock

NEW YORK, NY - October 16, 2025 - Bakkt Holdings, Inc. ("Bakkt" or the "Company") (NYSE:BKKT) announced today that it plans to eliminate its existing umbrella partnership-C corporation ("Up-C") structure through a reorganization. If consummated, Bakkt will become a wholly owned subsidiary of a new holding company, which will be named Bakkt Holdings, Inc. ("NewCo"), will replace Bakkt as the listed public company, and will transition to a single class of common stock.

At completion of the reorganization, each share of Class A common stock of Bakkt will be exchanged for one share of common stock of NewCo. Under the proposed reorganization, ownership interests held by Bakkt's pre-IPO investors will be collapsed into, and the shares of Class V common stock of Bakkt will be replaced with, shares of common stock of NewCo. Following completion, all Bakkt shareholders will hold common stock of NewCo, resulting in a unified share class with identical economic and voting rights for all shareholders and reflecting a streamlined capital structure. Bakkt expects to close the reorganization on or about November 3, 2025.

"Simplifying our capital structure marks a pivotal step in positioning Bakkt for its next phase of growth," said Akshay Naheta, Chief Executive Officer of Bakkt. "While the Up-C framework originally preserved pre-IPO tax attributes, we believe it has, over time, constrained Bakkt's access to a broader universe of institutional investors. Transitioning to a single-class structure enhances transparency, investability, and scalability - aligning Bakkt's governance with the long-term interests of all shareholders."

This transition follows a series of recent and ongoing initiatives aimed at optimizing Bakkt's operations and its capital base. Collectively, these initiatives underscore Bakkt's commitment to institutional readiness, operational efficiency, product innovation, and shareholder alignment - as the Company works toward what it aims to be a full transformation by year-end 2025.

About Bakkt

Founded in 2018, Bakkt is building the backbone of next-generation financial infrastructure. The company provides solutions that enable institutional participation in the digital asset economy - spanning Bitcoin, tokenization, stablecoin payments, and AI-driven finance. With the scale, security, and regulatory compliance demanded by global institutions, Bakkt is positioned at the center of a generational transformation in what money is, how it moves, and how markets operate.

Bakkt is headquartered in New York, NY. For more information, visit: https://www.bakkt.com/ | X @Bakkt | LinkedIn

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