Bakkt Holdings, Inc. 8-K

What Happened

• Bakkt Holdings, Inc. announced on Jan. 16, 2026 that it entered into a Sales Agreement with seven sales agents (including The Benchmark Company, Virtu Americas, Clear Street, Cohen & Company Capital Markets, Macquarie Capital (USA), Rosenblatt Securities and Roth Capital) to sell, from time to time, up to $300,000,000 aggregate sales price of its Class A common stock ($0.0001 par value) through an at‑the‑market offering.
• Sales, if any, will be made under the company’s Form S-3 registration (file no. 333-288361) and a prospectus supplement dated Jan. 20, 2026. Bakkt is not obligated to sell any shares and will pay commissions to the sales agents and reimburse certain expenses.

Key Details

• Agreement date: January 16, 2026; prospectus supplement dated January 20, 2026.
• Maximum offering: up to $300,000,000 aggregate sales price of Class A common stock.
• Offering method: “at the market” under Rule 415(a)(4) — sales may occur on the NYSE at market prices, prices related to market prices, negotiated prices, or block trades.
• Termination: the company may terminate with three business days’ notice; any sales agent may terminate with notice as to itself. Legal opinion from Sullivan & Cromwell LLP is filed with the 8‑K.

Why It Matters

• This arrangement gives Bakkt a flexible source of equity capital that it can tap when market conditions and management’s funding needs align.
• For investors, issuance of shares under this program could dilute existing shareholders if and when shares are sold; however, the company is not required to sell shares and actual sales depend on market conditions and capital needs.
• The filing clarifies the mechanics (ATM sales under an effective S-3) and costs (commissions and expense reimbursements) but contains no commitments on timing or amount of future sales.