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)

June 323, 2026

Bakkt, Inc.

(Exact name of registrant as specified in its charter)

Delaware

001-39544

41-2324812

(State or other jurisdiction
of incorporation)

(Commission

File Number)

(IRS Employer

Identification No.)


3280 Peachtree Road NE, 7th Floor Atlanta, Georgia						30305
(Address of principal executive offices)						(Zip Code)

Registrant’s telephone number, including area code: (332) 203-3017

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 85.0107 ~~Other~~Submission ~~Events.~~of Matters to a Vote of Security Holders

AsThe ~~previously~~following ~~reported,~~proposals onwere ~~November~~submitted ~~21,~~to ~~2025,~~ the ~~Company~~stockholders ~~elected to subscribe for a number~~ of ~~warrants~~Bakkt, ~~to be issued by Transchem Ltd~~Inc. (the “~~Transchem~~Company”), anat ~~Indian~~the ~~company~~2026 ~~listed~~Annual onMeeting ~~BSE~~of ~~Ltd.,~~Stockholders ~~pursuant~~held toon aJune ~~preferential~~23, ~~allotment~~2026 ~~approved~~(the by"Annual ~~Transchem’s board of directors and subsequently approved by Transchem’s shareholders.~~Meeting"):

•To Onelect ~~June~~Michael 3,Alfred ~~2026,~~and ~~the~~Lyn ~~Preferential~~Alden ~~Issue~~as ~~Committee~~Class ofII ~~Transchem~~directors ~~(the "Committee") approved the allotment of 47,500,000 warrants~~ to ~~Bakkt~~serve ~~Opco~~as ~~Holdings,~~members ~~LLC. The warrants were issued pursuant to the terms~~ of the ~~preferential~~Company’s ~~allotment~~Board ~~approved~~of byDirectors ~~the~~until ~~Committee and entitle~~ the ~~holder~~2029 toAnnual ~~acquire~~Meeting ~~ordinary shares~~ of ~~Transchem,~~Stockholders inor ~~accordance~~until ~~with~~ their ~~terms.~~successors ~~The~~are ~~Company~~duly ~~paid~~elected ~~$9,409,784~~and ~~for the purchase of these warrants, equivalent to 25% of the total subscription amount.~~ qualified;

•To approve, on an advisory (non-binding) basis, the compensation of the Company’s named executive officers; and

•To ratify the selection of Grant Thornton LLC as independent auditors of the Company for the fiscal year ending December 31, 2026.

As of April 24, 2026, the record date for the Annual Meeting, the Company had 30,761,371 shares of its Class A common stock outstanding and entitled to vote. At the Annual Meeting, 18,919,712 shares were present in person or represented by proxy and entitled to vote. No votes were cast during the Annual Meeting. Based on the votes cast by proxy, each proposal passed, including the election of each director. The number of votes cast for and against and the number of abstentions and broker non-votes with respect to each matter voted upon are set forth below:

Election of Directors


NAME	FOR	AGAINST	ABSTAIN	NON VOTES
Michael Alfred	12,378,430	109,255	—	6,432,027
Lyn Alden	12,156,770	330,915	—	6,432,027

Advisory Vote to Approve Executive Compensation

11,321,210 FOR 1,032,093 AGAINST 134,382 ABSTAIN 6,432,027 NON VOTES

Ratification of Grant Thornton LLC as Independent Auditors of the Company

18,373,303 FOR 39,530 AGAINST 506,879 ABSTAIN 0 NON VOTES

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits

Exhibit No.

Description

104

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

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: June 425, 2026


			BAKKT, INC.

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

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