UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, DC 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 OR 15(d)

of The Securities Exchange Act of 1934

Date of Report (Date of earliest event reported)

November 721, 2025

Bakkt Holdings, Inc.

(Exact name of registrant as specified in its charter)

Delaware

001-39544

9841-~~1550750~~2324812

(State or other jurisdictionof incorporation)

(CommissionFile Number)

(IRS EmployerIdentification No.)


One Liberty Plaza 1 Liberty Street, Floor 3, Suite 305-306, New York, New York						10006
(Address of principal executive offices)						(Zip Code)

Registrant’s telephone number, including area code: (678) 534-5849

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

☐

Written communication pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐

Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐

Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐

Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class

Trading Symbol(s)

Name of each exchange

on which registered

Class A Common Stock, par value $0.0001 per share

BKKT

The New York Stock Exchange

Warrants to purchase Class A Common Stock

BKKT WS

The New York Stock Exchange

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Item 5 8.0201 Other ~~Departure of Directors of Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.~~Events

~~Director~~On ~~Resignations~~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 shareholder and regulatory approvals (the “Investment”). 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.

OnSubject ~~November~~to 8,the ~~2025,~~completion ~~Michelle~~of ~~Goldberg~~definitive ~~resigned~~agreements, ~~effective~~shareholder ~~immediately,~~and asregulatory ~~a director of Bakkt Holdings~~approvals, ~~Inc. (the “Company”)~~ and asother acustomary ~~member~~closing ofconditions, the ~~Audit~~Company ~~and~~expects ~~Risk~~to ~~Committee~~provide ~~and~~additional ~~the~~updates ~~Nominating~~in ~~and~~due ~~Corporate~~course ~~Governance~~on ~~Committee of~~ the ~~Company’s~~structure ~~Board~~ of ~~Directors (~~the ~~“Board”).~~Investment, ~~Ms. Goldberg’s resignation was not because of~~ any ~~disagreement~~potential ~~with~~corporate ~~the~~name ~~Company~~change onor ~~any~~rebranding, ~~matter~~and ~~relating~~expected changes to ~~the~~management ~~Company’s~~and ~~operations, policies or practices~~governance.

OnForward-Looking November 7, 2025, Jill Simeone resigned, effective immediately, as a director of the Company and as a member of the Compensation Committee and the Nominating and Corporate Governance Committee of the Board. Ms. Simeone’s resignation was not because of any disagreement with the Company on any matter relating to the Company’s operations, policies or practices. Statements

~~Following~~This ~~Msses.~~Current ~~Simeone’s~~Report ~~and~~on ~~Goldberg’s~~Form 8-K contains ~~resignations~~“forward-looking ~~from~~statements” within the ~~Board~~meaning of Section 27A of the Securities Act of 1933, as amended, and inSection 21E ~~recognition~~of the Securities Exchange Act of ~~their~~1934, ~~service~~as ~~during~~amended. ~~the~~Forward-looking ~~current~~statements ~~annual~~can ~~director~~be ~~compensation~~identified ~~cycle~~by words such as “will,” 16“likely,~~543~~” of“expect,” ~~each~~“continue,” “anticipate,” “estimate,” “believe,” “intend,” “plan,” “projection,” “outlook,” “grow,” “progress,” “potential” or words of ~~Msses~~similar meaning. ~~Simeone~~Such forward-looking statements are based upon the current beliefs and expectations of the Company’s management and ~~Goldberg~~are inherently subject to significant business, economic and competitive uncertainties and contingencies, many of which are difficult to predict and beyond the Company’s ~~unvested~~control. ~~RSUs~~Actual ~~granted~~results and the timing of events may differ materially from the results anticipated in ~~respect~~such forward-looking statements. You are cautioned not to place undue reliance on such forward-looking statements. Such forward-looking statements relate only to events as of the ~~current~~date ~~annual~~on ~~director~~which ~~compensation~~such ~~cycle~~statements ~~vested~~are made and are based on information available to us as of the date of this Current Report on Form 8-K. Unless otherwise required by law, we undertake no obligation to update any forward-looking statements made in this Current Report on Form 8-K to reflect events or circumstances after the date hereof or to reflect new information or the occurrence of unanticipated events.

~~Amendment~~The following factors, among others, could cause actual results and the timing of events to ~~CEO~~differ ~~PSU~~materially ~~Award~~from the anticipated results or other expectations expressed in such forward-looking statements: the approval of the Investment by Transchem’s shareholders and relevant regulatory authorities and other risks and uncertainties indicated in the Company’s filings with the SEC, including its most recent Annual Report on Form 10-K for the year ended December 31, 2024 and its quarterly reports on Form 10-Q for the quarter ended March 31, 2025, the quarter ended June 30, 2025 and the quarter ended September 30, 2025, and the risks regarding the Company’s adoption of its Investment Policy set forth in Exhibit 99.1 to the Company’s Current Report on Form 8-K, filed with the SEC on June 10, 2025. You are cautioned not to place undue reliance on such forward-looking statements. Such forward-looking statements relate only to events as of the date on which such statements are made and are based on information available to us as of the date of this press release. Unless otherwise required by law, we undertake no obligation to update any forward-looking statements made in this press release to reﬂect events or circumstances after the date of this press release or to reﬂect new information or the occurrence of unanticipated events.

As previously disclosed, the Company granted Akshay Naheta performance-based restricted stock unit awards (the “PSUs”) in connection with his appointment as Chief Executive Officer of the Company. On November 13, 2025, the Compensation Committee of the Board amended the terms of the PSUs to provide that the PSUs will vest on the date on which the performance conditions applicable to the PSUs are achieved (the “Achievement Date”), subject to continued employment through the Achievement Date in accordance with the existing terms of the PSUs, regardless of whether the Achievement Date is at least one year following the date on which the PSUs were granted. To effect this amendment, on November 14, 2025, the Company and Mr. Naheta entered into the Amended and Restated Employment Agreement (the “A&R Employment Agreement”) and the Amended and Restated Performance Stock Unit Agreement (the “A&R PSU Agreement”).

The foregoing is not a complete description of the A&R Employment Agreement or the A&R PSU Agreement. The foregoing description is qualified in its entirety by reference to the full text of the A&R Employment Agreement and the A&R PSU Agreement, as applicable, copies of which are filed as Exhibit 10.1 and Exhibit 10.2, respectively, to this Current Report on Form 8-K and are incorporated herein by reference.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits

Exhibit No.

Description

10.1*

Amended and Restated Employment Agreement, by and between Bakkt Holdings, Inc. and Akshay Naheta, dated November 14, 2025.

10.2*

Amended and Restated Performance Stock Unit Agreement, by and between Bakkt Holdings, Inc. and Akshay Naheta, dated November 14, 2025.

104

Cover Page Interactive Data File (embedded within the Inline XBRL document).

* Filed herewith.

SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, hereunto duly authorized.

Dated: November 1424, 2025


			BAKKT HOLDINGS, INC.

			By:			/s/ Marc D'Annunzio
			Name:			Marc D’Annunzio
			Title:			General Counsel and Secretary

Filing Compare · Bakkt, Inc.