Bakkt Holdings, Inc. 8-K

What Happened
Bakkt Holdings, Inc. filed an 8‑K on Jan 20, 2026 reporting preliminary, unaudited results for the quarter ended December 31, 2025 and other developments. The company estimates gross digital asset revenue for Q4 2025 of $298–300 million and total digital asset costs and execution/clearing/brokerage fees of $297–299 million. Bakkt estimates available cash, cash equivalents and restricted cash at year‑end of $26–28 million and net cash used in operating activities (excluding customer funds payable) of $19–21 million for the quarter. Bakkt also announced it will host an Investor Day on March 17, 2026.

Key Details

• Q4 2025 preliminary revenue (gross digital asset): $298–300 million; related costs/fees: $297–299 million.
• Estimated available cash (Dec 31, 2025): $26–28 million.
• Cash flows (preliminary): net cash used in operating activities (excl. customer funds) $19–21M; net cash used in investing activities $12–14M; net cash used in financing activities $3–5M. Major investing uses included ~$23.8M paid in connection with the sale of the Loyalty Business and $4.8M in advances to the buyer; partially offset by a $10.6M cash settlement and ~$4.9M from securities sales. Financing included ~ $3.5M for Tax Receivable Agreement settlements.
• Litigation: Opco (Bakkt subsidiary) sued the Loyalty Business purchaser in Delaware Superior Court after the buyer failed to return ~ $5M of “Wrong Pockets Cash” and failed to repay certain promissory-note obligations; Opco intends to enforce its rights.
• India investment: Bakkt subscribed to 47.5M warrants in Transchem Ltd. for ~ $10M (shareholder approval obtained Dec 20, 2025); warrants exercisable for Transchem shares within 18 months and may support further India expansion.

Why It Matters
These are preliminary, unaudited figures and Bakkt warns they may change when final results are filed in its 2025 Form 10‑K and discussed on a March conference call. The near parity of reported gross digital-asset revenue and related costs for Q4 (roughly $298–300M vs $297–299M) suggests limited gross margin in that line for the quarter. Year‑end cash of about $26–28M and the reported cash burn in the quarter are material to investors assessing Bakkt’s near‑term liquidity and runway. The litigation over the Loyalty Business sale could affect recoveries from that transaction, and the Transchem warrant investment signals Bakkt’s move into India as part of its global strategy.