Bakkt Holdings, Inc. (NYSE:BKKT) Q4 2025 Earnings Call Transcript

Bakkt Holdings, Inc. (NYSE:BKKT) Q4 2025 Earnings Call Transcript March 17, 2026

Cody Fletcher: Good morning, everyone, and welcome to Bakkt Holdings, Inc.’s first Investor Day, both here in person and virtually at home or in your offices. We appreciate you joining. Before we begin, please review the forward-looking statements and disclaimers in today’s materials. Our presentation will include statements regarding future events, business strategy, and market opportunity. These statements are subject to risks and uncertainties that could cause actual results to differ materially from those projected. We encourage you to review the risk factors in our most recent filings with the SEC. I am pleased to introduce Bakkt Holdings, Inc.’s Chief Executive Officer, Akshay Naheta.

Akshay Naheta: Welcome, everyone. This is our first Investor Day, and I want to give you a view into what we have worked on over the last year, what we have systemically rebuilt, and where we are taking the company from here. We are entering the next phase of Bakkt Holdings, Inc.’s growth with massive momentum behind us, both from a regulatory perspective as well as the economic and financial tailwinds that lie within the sector of payments and financial services. It is a precise engineered strategy that we have put together that we look forward to disclosing as we go along throughout the year. We have rebuilt our governance, capital structure, and technology. We have a great line of sight. Our pipeline is primed. The regulatory path is clear.

We are rewriting the definition of category-defining deals. Today is our opportunity to show you exactly what we have built, the immense velocity at which we are moving, and why Bakkt Holdings, Inc. is positioned to lead in this category. Quick overview of the agenda for today: We will cover five areas: a quick overview of our strategy and the key drivers behind it, the market opportunity and how Bakkt Holdings, Inc. is positioned to capitalize on it, and finally, a product deep dive across our three engines, and a quick review of the year 2025, which was operationally and financially a bit volatile. But we have gone through the restructuring that we had to do. Finally, Q&A followed by my closing remarks.

Akshay Naheta: The mission is simple. Build secure infrastructure and products that make money work in real life globally. It is the precise description of the problem we are solving. Money is too slow, too expensive, and too opaque for most people and most transactions worldwide. Bakkt Holdings, Inc. is building the infrastructure layer that changes that for institutions, customers, and companies. Our vision is to build the next-gen financial ecosystem, one that sits at the intersection of programmable money, regulated infrastructure, and AI-driven agentic finance. The analogy I use is that what AWS did for software—it let companies build without owning servers—Bakkt Holdings, Inc. does for finance. We provide the licensed, regulated, scalable rails so that partners do not have to build them.

We have done all the work for them. The world is moving towards programmable money. Stablecoins now settle more than $30 trillion annually, and Bitcoin is becoming a treasury asset for a lot of corporates and sovereigns around the world. In the middle of all of this, you have the tokenization opportunity of real-world assets, which is moving from pilot to production in real time. Bakkt Holdings, Inc. is positioned exactly where all this is breaking out, and we are well on our way to take advantage of these opportunities. We have organized Bakkt Holdings, Inc. around three engines. These are engines because each one generates its own revenues while powering the others. Bakkt Markets is our institutional-grade infrastructure for digital assets.

Q&A Session

It gets institutions to markets faster and more safely. Bakkt Agent is our programmable money and AI-powered agentic finance infrastructure. It is frictionless, intelligent, and fully auditable. Finally, Bakkt Global is our international expansion and strategic value creation engine. We are applying our intellectual capital, technology, and products to the world’s highest-growth markets through a disciplined, capital-light investment model. Critically, these three engines are complementary. Markets provides the regulated rails. Agents use those rails to move money globally; that benefits both consumers and businesses. Finally, Global leverages all of our understanding in these different areas to take it into new jurisdictions to generate tremendous value for shareholders, and early results are already showing that for Bakkt Holdings, Inc.’s shareholders.

The quick accelerants: We have laid the groundwork over 2025, and we have immense momentum on partnerships that are currently underway. I have showcased a few of these partnerships here, but we are deep in discussions with several partners across the ecosystem, and we have immense momentum on that front. For Agent, we have signed up tier-one telco partnerships across the U.S. and Europe, which will embed connectivity into our fintech product. The distribution partnerships involve category-defining deals, which will improve our immediate reach and will tap into a network of our partners, lowering customer acquisition costs. We look forward to announcing significant partnerships along this line over the very near term. With Better and Zoth, we embed our APIs into their product flows, generating volume from day one.

For the Markets segment, with Nexo, Ascendex, and Ubit, we help expand their liquidity and our global client base. These are all commercial agreements with real volume and real economics, and I am extremely confident in each of these partnerships and what they are going to deliver for Bakkt Holdings, Inc.’s shareholders. There are three core KPIs for shareholders to follow going forward. For Bakkt Markets, it is going to be total transacting volume between what we have—the legacy brokerage-in-a-box business that Bakkt Holdings, Inc.’s shareholders are aware of. With DTR coming into the fold, we have significantly added to our stablecoin on-ramp/off-ramp capabilities. I expect the total transaction volume within Bakkt Markets to expand substantially, and Nick will talk about it during his presentation.

For Bakkt Agent, the metric is monthly active users. It is a volume business—users transacting is what drives the revenue—and MAUs are the right measure for platform adoption and distribution reach. Finally, for Bakkt Global, we look at strategic asset value—the investment and equity value our global strategy generates. In Japan, we have already made 3x our money. In India, we have made 5x our money. The methodology is internally defined and incorporates mark-to-market valuations, cash proceeds, and any unrealized gains. These are independently governed businesses in different high-growth markets, and they will also generate revenues for Bakkt Holdings, Inc., which will then contribute directly to Bakkt Holdings, Inc.’s financial statements.

These three KPIs will be reported as each product and platform becomes operational. The timing is tied to launch milestones and not a fixed calendar date at this time, and full disclosure on definitions, methodology, and reporting timelines is in the appendix. Let me briefly touch upon the Bakkt Holdings, Inc.–DTR transaction. This is foundational to everything you are going to hear today. It is, in our view, a category-defining transaction for digital finance infrastructure. DTR brings us two things: products and people. On the product side, we have a composable API platform. Bakkt Agent provides cross-border payments capability and expands Bakkt Markets into stablecoin payment settlements. These are not roadmap items; they are live and ready to be deployed.

DTR also brings a complementary regulatory framework in Europe. They hold the VASP license, which then sits alongside Bakkt Holdings, Inc.’s existing pan-U.S. MTL coverage and the New York BitLicense. Together, we have the regulated footprint to grow the business across both sides of the Atlantic. On the people front, the DTR team is primarily 90% engineering, and it includes our CTO, Remy, who you will hear from later today. That brings in world-class engineering talent and a proven track record of building scalable, global fintech businesses. The acquisition is subject to customary closing conditions and shareholder approval. DTR really unlocks cross-border volume for Bakkt Holdings, Inc. on stablecoin payments. This is where stablecoin technology is transformative.

The TAM here is enormous. Cross-border payment flows are $44 trillion today and growing quite rapidly to about $67 trillion by 2033, according to FXC Intelligence. DTR gives Bakkt Holdings, Inc. three specific revenue hooks into that volume: stablecoin on-ramp/off-ramp fees on every fiat-to-crypto conversion, embedded financial services revenue on every flow, and a scalable compliance stack that accelerates partner onboarding, and therefore, volume. Note: the TAM figures represent the full global market, and our serviceable and obtainable market will be disclosed as we formalize specific corridor strategies. Coming to the regulatory front, we have immense tailwinds from clarity within the U.S. regulatory environment. The Stablecoin Act was signed last summer, and the Clarity Act on digital asset markets is currently moving through Congress as we speak.

As the rest of the industry plays catch-up with these newly passed laws, Bakkt Holdings, Inc.’s infrastructure is already built for it, with our licenses and regulatory stack. We built this infrastructure before it was required, and that gives us a durable competitive advantage. The four-part cycle on this slide is not aspirational. It describes our current positioning—regulatory alignment along with infrastructure readiness—then helps accelerated adoption, thereby enabling scalable growth. We are in that loop today. I will now turn the call over to Nick Bays to walk you through Bakkt Markets.

Nick Bays: Thank you, Akshay. I am Nick Bays at Bakkt Holdings, Inc. I am going to walk you through Bakkt Markets. Our institutional digital asset trading business and how we are expanding it through our partner ecosystem and the DTR transaction. The DTR transaction does not just build out Bakkt Agent; it materially expands Bakkt Markets. Three specific capability additions: over-the-counter trading infrastructure that enables higher-margin execution and larger institutional transactions; stablecoin on- and off-ramps that add payment and settlement fees alongside cross-border transaction volume; and a scalable compliance stack that accelerates client onboarding and drives revenue growth. Pre-DTR, Bakkt Markets was a spot trading and custody business.

Post-DTR, it is a full-spectrum institutional digital finance platform: spot, OTC, stablecoin settlement, and cross-border payments. The revenue model expands accordingly—execution spreads on OTC, settlement fees on stablecoin flows, and onboarding-driven volume from the compliance stack. Now let us talk through the institutional digital asset trading layer. The Bakkt Markets platform has three core components that work together as a single institutional execution layer. Best bid/offer engine: We aggregate real-time pricing across multiple venues to provide clients the tightest spreads on every trade. That is institutional-grade price discovery. Order management and risk: Every order is pre-validated for minimum size, holding sufficiency, and marketability before execution.

Non-marketable orders are held rather than rejected. Exceptions surface in real time. Flexible funding rails: We offer three fiat funding models. You can use Bakkt Holdings, Inc.’s banking relationships and infrastructure, you can bring your own banking infrastructure, or you can integrate with our partner, Apex Fintech Solutions, to offer a consolidated funding model across TradFi and digital assets. This allows each client to use the funding and brokerage infrastructure that fits their platform. All of this is done on credentialed infrastructure, SOC 1 and SOC 2 certified. Now differentiation in the market. We offer four competitive advantages that are difficult to replicate. Flexibility: We do not force partners into a single structure. They choose the funding rails, the business model, and the integration depth that works for them.

Tech stack: Institutional-grade execution engine with real-time risk controls, built on modular APIs. The same architectural principle as the Agent platform—composable, scalable, and auditable. Offerings: From spot trade to fiat on/off ramps to cross-border stablecoin payments via DTR. Breadth of product across one regulatory relationship is unique in the market. Compliance and governance: We offer MTL coverage across all 50 states plus a New York BitLicense. When a partner works with Bakkt Holdings, Inc., they go live without navigating their own licensing. Our regulatory infrastructure becomes theirs. For fintech companies, payment providers, exchanges, and brokers who want U.S. market access, that is an enormous time-to-market advantage.

Partnerships and integration: Four strategic partners, each expanding a different dimension of the Bakkt Markets platform. Nexo: We enable U.S.-regulated trading infrastructure and expand our institutional partner network, driving transaction-based revenue growth. Nexo is a tier-one digital asset lender with global institutional relationships. Their network is our network. Ascendex: Expands our global customer base and demonstrates platform demand and scalability. Recurring revenue through activity—Ascendex proves the B2B2C model works at international scale. Ubit: A consumer app that lets users spend digital assets via a Ubit-issued debit card. We power the buy, sell, deposit, and withdraw flows. Our stablecoin and on-board APIs enable bank transfer on- and off-ramps across 30+ EU and Asia countries.

Lastly, DTR: Adds cross-border payments and stablecoin settlements, expands the product suite well beyond trading, and supports ongoing platform upgrades. DTR is the infrastructure layer that allows Bakkt Markets to evolve from a trading platform into a complete digital finance infrastructure. Pull the three things together—regulatory infrastructure, onboarding new customers, and growing current offerings. Regulatory infrastructure: Partners do not need to run their own licensing processes. They use ours as a plug-and-play solution. This is how we gain access to the U.S. customer base quickly. Onboarding new customers: Third-party custodians and liquidity providers expand our offering set. Durable banking relationships provide the fiat rails.

These are the relationships that let us say “yes” to institutional clients on day one. Growing our current offering: Stablecoin settlement and on-/off-ramps are the new revenue layer enabled by DTR. That turns Bakkt Markets from a trading business into a payments infrastructure business. Cross-selling trading, custody, and payments from a single institutional relationship. The bottom line for Bakkt Markets: This is a high-margin, recurring revenue business that gets better as volume grows. Each partner adds liquidity into the ecosystem. I will now hand it over to Remy and Ankit to review Bakkt Agent.

Nick Bays: Together with Ankit, we will talk through Bakkt Agent, our AI programmable finance platform.

Remy: Bakkt Agent is really built on four pillars. The technology pillar is a modular tech stack built for scale. Our efficiency layer lowers our cost to serve while volume grows without our headcount growing. Programmability: Bakkt Agent is built for the world of programmable finance—automated, logic-based money movements. Finally, distribution: we plug directly into existing networks of hundreds of millions of users. I will start with tech. This is the tech stack that makes it all work underneath our APIs and direct-to-consumer products. The tech stack is split into four main areas. We have our consumer apps at the top. We have our APIs underneath that we serve to our partners. We have our microservices layer, which is a logic engine, all tied together with a messaging bus allowing them to work asynchronously and independently from each other.

Finally, at the bottom, we have a data lake that ties it all together. All the data that is generated internally and externally all falls into one place, laying the groundwork for our AI workforce to work with us. Our second pillar is efficiency. Legacy financial institutions scale headcount as they scale revenue. Our core operating model is built for automation. We have three agents that currently work at Bakkt Holdings, Inc.: Clara, which is our knowledge agent—you can ask anything to Clara about our customers, our business model, and our transactions that go through the platform. She speeds up time to answer by 98%, allowing the team to focus on growth rather than getting context. We have Lucy, who watches every transaction that goes through the platform and helps reduce our detection time by 83%.

This helps us maintain our 99.9% platform availability. Finally, we have 74% of merged code contributed by AI, making sure that we speed up our delivery by over 50% without adding headcount to our engineering team. These are not aspirational metrics. These are operational numbers today, and they are a direct reflection of the groundwork that we have laid to make the right architecture decisions from the start. For our consumers, this means faster, simpler, more modular, and reliable money movements. Next, I will talk about programmability—what this means for us and why it matters now. Bakkt Holdings, Inc. is building products for a world where money is programmable. We have three composable APIs that can be used together or separately. The first one is the Zyra API, a chat-native cross-border payment interface that supports voice, text, and image inputs.

It is a single API endpoint that our partners can integrate with and gives them access to our full regulated financial infrastructure. We have our Accounts API, allowing us to issue debit, credit, and savings accounts—virtual and named—in U.S. dollars, euros, and British pounds sterling. It has access to instant payment rails in all three native currencies and embeds eSIM issuance. Finally, our Stablecoin API allows payout into 57+ countries across 15 different currencies on 10 public blockchains with same-day settlement 24/7. As I said earlier, these three APIs can be used independently or composed together. Akshay mentioned Zoth—Zoth uses our Stablecoin API and our Accounts API together. Better’s integration is with our Accounts API.

Talking about the two of them, Better embeds the Accounts API within their mortgage journey, allowing their mortgage applicants to deposit funds with Better from day one, helping them waive some of the mortgage application fees. Zoth uses our stablecoin financial infrastructure to enable users to more easily pay in and pay out of the Zoth app. I will dive a bit into Zyra. Zyra is the most technically sophisticated part of our stack. At the center, we have a primary agent, a large language model that is based on Google Gemini and then fine-tuned in-house. It helps orchestrate user intent between 15 different sub-agents. Those 15 sub-agents include KYC, settlement, FX, compliance, and treasury. Each specializes in its own domain and operates autonomously within its scope.

At the bottom, we have a self-testing layer. This is what makes Zyra an intelligent swarm of agents. It helps analyze the input of user intent and the output that the swarm comes up with, and it learns over time, improving itself. Zyra is not just a chatbot. It is production-grade, self-evaluating, and designed for institutional-quality reliability in global payments. Now, to talk about our direct-to-consumer offering, I will hand it over to Ankit.

Ankit Kemka: Hello, everyone. I am Ankit Kemka. I am the Chief Product Officer at Bakkt Holdings, Inc. Let us talk about our direct-to-consumer products. Firstly is the Zyra app, the chat-native remittance app with voice, text, and image input. It covers global money movement from the U.S. to 57 countries. It includes built-in KYC, AML, FX, and local settlements. No separate app or separate onboarding is needed. When you are using the Zyra app, it is all inbuilt. Second is our Everyday Money app. It is a full-service mobile banking app for daily use that is currently being built. It offers debit and savings accounts, debit cards, credit cards, peer-to-peer payments, simplified onboarding, and a retention-focused UX. It is a digital banking product that users come back to every day.

Finally, our AI-powered loan underwriting product, which is AI-assisted underwriting and decisioning for consumer credit: faster approvals with consistent policy controls that dramatically lower cost to serve through automation versus traditional credit underwriting. Let me deep dive on the Everyday Money app. The product covers the full life cycle of a user’s financial life: earn, spend, save, send, and control your finances. Customers will have access to products such as a checking account, debit cards, a credit card with a rewards program, a savings product, cross-border transfers, and, more importantly, data-driven insights across their financial life. Let me focus on the last pillar, which is distribution. The single biggest cost in consumer fintech is customer acquisition.

Traditional partners spend hundreds of dollars to acquire a customer. We have solved that problem structurally by partnering with organizations that have already earned massive consumer trust. Instead of spending millions of dollars in paid marketing—which I have done before—we plug into existing networks where we can leverage owned reach. Organic reach and brand trust drive customer acquisition, and then on top of that, there are network effects that help with virality. We are extremely confident about our pipeline and are in advanced conversations with a few partners, especially for the consumer fintech platform. At Bakkt Holdings, Inc., we believe connectivity and everyday finance are intertwined. Someone with a bank account and an internet connection can go about their daily business fairly easily.

Telecom markets are naturally concentrated—typically, two or three partners serve the majority of a country’s population. We partner with the leading operator in each geography we want to operate in, and that gives us immediate reach through their existing distribution. With that partnership, we have embedded eSIM technology directly into our consumer fintech product. This creates a deeper relationship with our customers and higher retention due to higher switching costs. More importantly, for the consumer fintech app, owning the primary banking relationship across customers is the holy grail. Partnerships like this are the foundation of driving the primary banking relationship. Our launch focus is in the U.S. and Europe, and we have massive momentum from these telecom partners.

In parallel, we are also extending our eSIM capabilities to partners via APIs. With our distribution strategy, Bakkt Holdings, Inc. is accelerating its time to scale and revenue growth. The engine is Bakkt Holdings, Inc.; we provide the regulated rails. Partners do not need to build compliance or licensing infrastructure—we provide all that. The catalyst is our owned reach that drives organic acquisition at scale through our distribution partnerships. This means we can do customer acquisition that is structurally below any other competitor relying on paid channels. More importantly, the integration provides a deeper relationship with our customers, which improves retention and lifetime value. This combination is a flywheel: low CAC, high retention, and an expanding user base.

I will hand it over now to Akshay for Bakkt Markets. Thank you.

Akshay Naheta: I want to now touch on our third growth engine, which is Bakkt Global. At its core, it is a capital-disciplined model of expanding our intellectual capital and technology into the world’s highest-growth opportunities and markets. To be clear, this is not an experiment. This is well-thought-out, methodical capital allocation, and it is already delivering great results for Bakkt Holdings, Inc.’s shareholders. Furthermore, we are extremely confident in the trajectory ahead for this business. Effectively, we are building independently governed businesses in some of the world’s highest-growth fintech opportunities. We deploy capital. We take an ownership stake and then help guide the strategic direction, products, and services into independently governed businesses.

The independent governance is deliberate. It is a design choice because we do not want these to be characterized as subsidiaries. They have their own boards and management teams, and they devise their own business plans, which are guided by us. It creates accountability and credibility with all stakeholders: the shareholders, the local regulators, and the customers of these businesses. In return, Bakkt Holdings, Inc.’s shareholders derive compounding strategic shareholder value and the requisite growth as those businesses scale. We invest the money, not the infrastructure. Our products, if required, travel with us and can be leveraged by these businesses as and where applicable. It is a scalable and repeatable business model. The flywheel here is driven by the unique business strategy, which then feeds into the unique product strategy, and it is supported by independent governance and management teams.

Bakkt Holdings, Inc. sits right at the center of it all, deploying the capital and receiving recurring value back. What makes this really scalable is that the product set is already built. The playbook for standing up these independently governed entities is proven, and we apply it market by market, geography by geography. These are publicly traded companies in some of the world’s most attractive, liquid stock markets. We have done it twice so far: Japan, which we consummated over the summer last year, and our announcement in India in late November last year. This is the roadmap that has set both our internal expectations and how we expect these to play out going forward. I am happy to report that both of these opportunities are tracking well ahead of our internal benchmarks when we set out to make these investments.

I am also looking forward to the public disclosures from these businesses in the near term, which will then shine further light on how limitless the potential scale of each underlying opportunity is. A quick update on the Japan business: it is called Bitcoin Japan Corporation. It is listed on the Tokyo Stock Exchange under the ticker 8105. We invested about $11.5 million in August, and as of mid-March, we have generated almost $37 million of returns. That is a pretty good outcome, but I think this is going to be dwarfed by what is to come going forward. Philip Lord, who is the CEO of the company, is in the crowd here today, and I am extremely confident in the leadership and the business plan that he and his team are putting together. I serve as the chairman of the board, and I have good insight into what Philip is doing to make sure shareholder money is being deployed in the right manner.

Bitcoin Japan’s broader strategy, as outlined on their website, is powering the AI and Bitcoin economy in Japan. At their upcoming AGM, I think Philip will be able to shed further light on exactly where he is going with this. Japan, mind you, is the second-largest market capitalization globally after the U.S., and I look forward to disclosing some of the great work that the team has undertaken in the business. Coming to India, we committed $10 million late last year. As of March, it is a 5x+ return on the deployed and yet-to-be-deployed capital. We are pending regulatory approval, which I expect in the very near term, hopefully before the end of the quarter. The strategy that has been discussed thus far in India includes a broker-dealer M&A rollout, which leverages Bakkt Holdings, Inc.’s tokenization capabilities to offer real-world assets in a tokenized format to the existing broker-dealer customers.

We are extremely excited about the opportunity in India given the size of the market. It is the second-largest derivatives market in the world and one of the most exciting consumer fintech opportunities anywhere on the planet, given the size and scale of the population. We believe this investment will ultimately represent incredible value for Bakkt Holdings, Inc.’s shareholders, which, in my personal opinion, will be multiples of what you are seeing here in the very near term.

Akshay Naheta: With that, what is in store for 2026? On the global side, while we continue to evaluate market opportunities where we can expand, our criteria are very high to go into any new jurisdiction. We want to have a clear high-growth strategic fintech opportunity. We need the right regulatory and legal environment that we can navigate. Finally, we need to bring in the right management team and have the right local capabilities to execute on that business plan. We are going to be very selective in how we grow this, but the current line of sight that we have with the existing investments that we have made is incredible, and we look forward to sharing more updates with you as companies make their plans public. It is good to take a few minutes to go back to what happened over 2025.

I took over as CEO about four days from now to the day, a year ago. It really matters to understand where we are going forward. We have laid the groundwork to set Bakkt Holdings, Inc. up as a platform for exponential growth, especially with all of the advanced discussions and partnership opportunities that we have lined up, and I expect to announce these in the very near term. When I joined as CEO following the cooperation agreement with DTR in March, it was clear to me that we had to request patience from our existing shareholders because we needed to transform the business from the ground up, bring in the right people, upgrade the technology, and put in the right governance framework to set Bakkt Holdings, Inc. up for success in the future.

On the leadership side, we brought in Ankit Kemka as the Chief Product Officer. He was the Head of Growth at Revolut and primarily focuses on Bakkt Agent. Philip Lord, who joined us as President of Bakkt International, is here in the crowd as well. When he saw the opportunity in Japan and realized how large and scalable it is, he requested that he become sole CEO of the Japan business and is now running that business for us. Thank you, Philip, for all that you did in the few months that you were at Bakkt Holdings, Inc. Finally, we are joined by the existing management team at Bakkt Holdings, Inc. that was there before I joined: Karen Alexander as the CFO, Mark DiNunzio as the General Counsel, and Nick Bays as the COO, who primarily oversees Bakkt Markets.

We believe that we have now positioned the company—and the engineering team in particular—with the right domain expertise, execution track record, and alignment with where Bakkt Holdings, Inc. is really going forward. Finally, we revamped the board significantly. We added Lynn Alden, Mike Alfred, and Richard Galvin to the board. All three of them join us as independent directors, and we have Lynn and Mike in the crowd today with us. They all did their independent diligence, challenged our assumptions, and joined because they really believed in the strategy. We have now aligned the governance framework at Bakkt Holdings, Inc. in line with where we are going and the opportunity that lies ahead of us, which is one of the most important things we have done.

At the end of the day, it is about people, and both at the board level and the management team level now, I feel like we are on the right path. With all of these governance and leadership changes, we have the right industry expertise and the oversight to ensure that we can deliver for our shareholders going forward. A quick reflection on the past 12 months: We did the leadership reset. We regained the focus as a digital asset infrastructure platform. We divested all non-core assets, completed the sale of Loyalty, and brought in the talent across teams to deploy the technology that we need to succeed going forward. We significantly simplified the capital structure, got rid of the Up-C structure, eliminated significant costs across the organization, recapitalized the balance sheet, and made it all debt-free.

Finally, we brought in a whole new institutional shareholder base as a consequence of the turnaround and transformation story that was underway at Bakkt Holdings, Inc. We have done a full platform re-architect, positioning Bakkt Holdings, Inc. for scale through the DTR cooperation agreement, the launch of Global and Agent, and, hopefully, if shareholders approve, the DTR acquisition. I will now turn the call over to Karen Alexander to give us a quick overview of the financials.

Karen Alexander: Hello, everybody. Good morning. I am Karen Alexander, the Chief Financial Officer at Bakkt Holdings, Inc. I am going to walk you through our fiscal 2025 financials and what they tell us about the business going forward. Just to set the context, as you have already heard from Akshay, fiscal year 2025 was a year of deliberate transformation. The financial statements that you are going to see reflect that. There was noise from divestitures, restructuring charges, and some of the one-time items that we have cited. I want to make sure we separate clearly from the underlying operating performance of the business going forward. Turning to this next slide, I wanted to focus on four data points in terms of our continuing operations in 2025.

The first is total revenue, which was down 32% year-over-year from $3.4 billion to $2.3 billion. Now, thinking about what this number is: substantially all of this is gross transaction services revenue. It is the flow-through number that largely offsets the crypto costs that you see in operating expenses. The gross revenue decline had two drivers: as we disclosed earlier, we amended a commercial agreement with Webull in Q1 that reduced transaction volume, and we saw lower crypto trading volume overall and asset prices through most of 2025. If you compare that to the strong market that we had in Q4 2024 post-election, that is what is going on with this revenue component. The second metric is operating expenses, which again include the cost of crypto that is an offset to crypto revenues.

You see that going down from $3.5 billion to $2.5 billion, so that tracks revenue. Drilling into this trend, if you look at OpEx excluding crypto costs, that came in at $156 million. That is up by $96 million, but it is important to note that the increase is almost entirely driven by approximately $65 million of stock-based compensation related to management equity grants during this reorganization. That is a non-cash expense that we expect to recalibrate moving forward. The loss from continuing operations is roughly flat year-over-year: a $98 million loss versus a $94 million loss. But when you strip out the nonrecurring stock-based compensation I previously mentioned, the underlying improvement is real. You are going to see that in the adjusted EBITDA.

Adjusted EBITDA improved from a loss of $57 million to a loss of $33 million. That is a $24 million improvement year-over-year, and I think that is the most important trend on this slide. Adjusted EBITDA improvement is driven by approximately an $18 million increase in other income, primarily related to the derivative asset and equity method investment gains associated with Japan. There was also a $12 million reduction in SG&A. This validates that the cost structure is working and that the global strategy is already contributing to the income statement.

Karen Alexander: Thinking about that as our continuing results, let us think through some of the legacy impact that we had in our 2025 financial statements that will go to zero or near zero in 2026. First off is the Loyalty divestiture. We recognized a $34.6 million net loss from discontinued operations, which is Loyalty. This is fully behind us. It does not repeat in 2026. We will have a clean continuing operations P&L going forward. The Up-C collapse: as Akshay mentioned, we felt it was important to collapse a structure that was creating ongoing drag. We incurred $26.9 million of TRA settlement costs. Most of that was paid in equity, but it was a combination of cash and equity. That will not recur in 2026. Restructuring expenses included $5.3 million of severance and platform transition costs.

This is also nonrecurring. All in, what you see for the one-time legacy impact for 2025 was $66.8 million. Every dollar of this is either nonrecurring or already behind us. The headline is this: we start fiscal year 2026 with a dramatically cleaner P&L. The noise goes away, and what remains is the core operating business. So that was the cost—let us think about what that bought us. As I mentioned, the $66.8 million was deliberate. Every dollar was spent to clear a legacy drag that would have constrained the business going forward, and it does not repeat. On the three eliminated items: that $34.6 million drag in fiscal year 2025 from discontinued operations goes to zero. Loyalty and Custody are fully wound down with no recurring P&L impact.

As Akshay mentioned, full-term long-term debt is fully extinguished. We have no debt service obligations or covenants constraining the strategy. Noncontrolling interest has been zeroed out with the Up-C collapse in November. Now we have one class of equity, one cap table, and full shareholder alignment. As a current snapshot into the business, we have about $88 million of cash and restricted cash as of February 2025. We ended 2025 with approximately $27 million of cash, and, as we noted, we raised $48.1 million from the February registered direct offering, plus restricted cash. In closing, we have sufficient liquidity to execute across all three growth engines we talked about today. The transformation cost was real, and it is fully behind us.

We will now open for questions.

Cody Fletcher: Testing. Testing. Thanks, everybody. Any questions from the audience? Mika is roaming around with a microphone. If you have any, please raise your hand, and then we will send her your way. Please introduce yourself and ask your question. Any questions? Alright. There we go. Dylan Husslin from Roth. I did not see any come through for the inbox. Thank you. Morning.

Dylan Husslin: I guess, could you talk about distribution partners—what does the pipeline look like, how do you get embedded in there, and then how many end customers do they have? How do you go about going from where you are now to a much bigger base of people you are feeding your platform into?

Akshay Naheta: We talked about the telco partnerships, and, obviously, our focus is the U.S. and Europe. As Ankit mentioned, there are two to three large-scale telco players in each market, and we are partnering with one of the top two or three telco players in each of those markets, which gives us a very good customer acquisition engine going forward. On the additional distribution partnerships, from a Bakkt Agent perspective, we are looking at very large networks where you have hundreds of millions of users either on the platform or already having touchpoints with these networks. The way our technology works is plug-and-play. We have done all the work. We built the infrastructure. For you to be able to launch something yourself is literally: you skin the app and launch it.

Or, if you have an existing platform, you embed our chatbot within it, and you can run on our regulated rails with all of the infrastructure and piping at the back to launch a fully fledged fintech platform. We are in very advanced discussions on some category-defining deals, and, in the very near term, I look forward to updating you once we are ready to do so in accordance with SEC regulations. I hope that answers your question.

Cody Fletcher: Thank you, Dylan. Any other questions from the audience? No? And Marni from Macquarie as well.

Marni Lysart: Good morning. This is Marni Lysart from Macquarie. I guess it would be good, when we think about the pipeline, to get a bit more color on how you navigate the regulatory landscape. You have called out trying not to have the operating structure encompassing subsidiaries. How do you approach that as you evolve?

Akshay Naheta: The regulatory landscape is a two-part vector. One is Bakkt Global: these are independent companies in their own jurisdictions, and they follow the regulations and laws in those local jurisdictions. Bakkt Holdings, Inc. does not have anything to do with what is happening in India or Japan, in the sense that those companies focus on the local regulatory environment. That is straightforward and clear. In terms of Bakkt Agent and Markets, we have the pan-U.S. licensing coverage. Similar to our brokerage-in-a-box business, which we have been doing for over five years—even before my time—we have leveraged that business model, which has been approved by regulators, and transferred it over to the Agent side, which is almost the same thing: you on-ramp and off-ramp.

The only capabilities that you are adding on top are cross-border payments. Ankit talked about our capabilities to do near-instantaneous settlements in over 57 countries, which I expect will get to over 90 countries by the end of the year. There, we work with local regulated financial institutions—banks and payment service providers—who have their own local requirements. They conduct KYC/AML from their perspective. We ensure that we cover those on our side, and, so far, we have successfully done it for almost 57 countries. I do not see any problems with us getting to 90 by the end of the year. Does that answer your question?

Marni Lysart: Yes, that is clear. Thanks for answering my question.

Cody Fletcher: We have one more here. Thank you.

Jared Watson: Good morning. Jared Watson from Retail. Thanks for taking my question. Akshay, you have talked previously about wanting Bakkt Holdings, Inc. to compete in the public markets. Has that and the capital you raised and the balance sheet been a competitive advantage in partnership discussions, especially when some of your competitors are private? Thank you very much.

Akshay Naheta: It has made a big difference because, when I joined Bakkt Holdings, Inc., the big issue was that people were concerned about having their deposits or customer deposits sitting at Bakkt Holdings, Inc. Even though it is all segregated and is held within our trust, and we cannot commingle funds or use them, recapitalizing the balance sheet has helped materially with these customers and partners. From an ongoing business perspective, no one wants to do all of the integrations with a company and then face uncertainty around the financial stability of the business going forward. That has been a big driver of instilling confidence and helping us drive an active pipeline on the B2B side. As we go into stablecoin on-ramp/off-ramp payments, you will see it unfold pretty exponentially as we go through this year because the volumes on pure stablecoin on-ramp/off-ramp cross-border payments are in the billions.

Even though you do not take any financial risk or hold customer funds because it is instantaneous, people want to make sure that you have a strong balance sheet to have the confidence of working with you as a counterparty. So, yes, it has helped tremendously. Thanks.

Cody Fletcher: I have one more from Darren at home. Thank you, Darren. For Akshay: given you founded DTR, can you speak to why it was necessary to fold it into Bakkt Holdings, Inc.? Also, double-click on the benefits that DTR brings to Bakkt Agent, near term and long term.

Akshay Naheta: I will have Ankit and Nick answer in a little more detail so you hear it from the people who are executing and touching the technology day to day. Just to rewind, it was always the intention for DTR to be folded into Bakkt Holdings, Inc., subject to shareholder approvals. The transaction was put together in March. I joined as CEO, and I was not sure, given all of the clouds around Bakkt Holdings, Inc. with the Loyalty business—I did not have any experience running a Loyalty business or a call center business. Until that business was hived off, I did not know if this would be the right focus, because my focus is fintech and the changing financial landscape going forward. It made sense for both companies to get into a cooperation agreement-type partnership.

Now that the Loyalty business is behind us, and given all of the opportunities with the distribution pipeline that we have in very late and advanced stages, the independent committee and the board thought that it would make economic sense for these companies to come together to provide those services in a seamless manner to end customers. Nick, do you want to add color on the Markets side, and then Ankit on Agent?

Nick Bays: My pleasure. Now that we are done with the prepared remarks, I can tell you how exciting it really is to have DTR in the fold. Working in the space of our Markets business, we were primarily focused on spot trading. That business is durable, resilient, and still valuable. But what we have seen in the space, and in talking to prospects over the last couple of years, are questions around stablecoins, payments, and cross-border. They saw our regulatory footprint and said we could power them. We were trying to figure out how our existing technology could power them, and there were a lot of rough edges. It was difficult to convince prospects to partner with us on that capability. Through the DTR commercial arrangement over the last nine months, we have already done integrations to help power these things.

We are ready to go and are already ready in the U.S. to offer that capability. Now, when those prospects come to us, we do not have to turn them away, which is really exciting. We can also collapse a lot of overlapping technology, with synergies that let us consolidate onto a more modern technology stack. That has been really transformative, and we are looking forward to taking that out to market in the next couple of months. Ankit, do you want to talk about Agent?

Ankit Kemka: The Bakkt Agent product is built on the tech stack from DTR. It is built from the ground up. Two examples: The Zyra app, which is a global money movement solution, is using everything that DTR has built and then adding agents on top. It is fully integrated. Second, the Everyday Money app: if you remember the modular tech stack that Remy showed, that is exactly how we have built the Everyday Money app. We have taken different product features—each built independently and modular—and they all connect for the fintech consumer platform we are building. It has been instrumental, and the way we have built this is very scalable. It can work across geographies and across platforms. It is pretty cool stuff.

Cody Fletcher: We probably have time for one more here from Paul Golding, also at Macquarie. He is asking: how are you viewing the competitive landscape around stablecoin enablement and your relative positioning?

Akshay Naheta: There are two segments: Bakkt Markets and Bakkt Agent. On the Bakkt Markets side, my view is that the architecture of payment systems is going to change dramatically over the next few years. You are already seeing some very large M&A transactions happen. We are aware of what our competitors are doing in the space, but the scale of the opportunity in payments is so large that doing tens of billions of dollars of volume is a drop in the ocean given the $44 trillion of cross-border payments today. Once we have all of the capability that Nick talked about within the Bakkt Markets platform, you will start seeing us sign larger clients. We are already seeing very good results with Nexo. I think Zoth will also go live over the next month or so, and the volume will scale rapidly now that we have fully integrated the DTR tech stack on the Bakkt Markets side.

On the Agent side, competition boils down to distribution. Providing products in a cost-efficient manner—we have done that through our tech stack, with very little human intervention throughout the stack, from onboarding to accounting to compliance to money movements to treasury management, and so on. You go to any neobank or fintech out there—Chime, Revolut, and others—and with Ankit being at Revolut for so many years, we have a lot of insights into that space. It is about distribution partnerships. We have taken a thoughtful approach where we do not have to spend hundreds of millions of dollars like these companies did and be loss-making for years. We will be able to scale rapidly to a large number of monthly active users without spending that kind of money.

That is why, when we launch with the right distribution partners in the very near term, MAUs will be one of the metrics to follow closely.

Cody Fletcher: Thank you. I wanted to hand the mic over to a member of the board, Mike Alfred. Would you like to say anything? Okay. That is all the questions, then. I will pass it back to Akshay for closing remarks. Thank you.

Akshay Naheta: In closing, 2025 has been a year where we have laid the groundwork. There was a lot of heavy lifting. It was not easy along the way, especially with divesting the Loyalty business. We have stripped away the noise, rebuilt the foundation, and I believe that Bakkt Holdings, Inc. is now well positioned to compound long-term shareholder value. Ninety percent of the structural work is behind us at this stage. We are also at a very interesting time in the world. Periods in which the architecture of money changes are very rare, and I believe we are in one of those periods today. I thought we were in that period three years ago when I left SoftBank to start DTR. There were structural forces shaping my thoughts around where financial infrastructure was moving.

One was geopolitics: we had many years of peace, and with the Ukraine–Russia war starting in early 2022, that landscape changed dramatically. Over the last few weeks, it has changed again. The second is global debt levels: even back in 2022, fiscal debt levels were at all-time highs. You have not seen that level of global debt in peacetime. Given the global debt levels across major economies and the geopolitical backdrop, this will reshape the architecture of money. These new digital systems—primarily stablecoins—are going to redefine how value is stored, transferred, and programmed. The growth we are seeing in artificial intelligence will be a dramatic driver in how the software stack is structured in all financial institutions going forward.

We have positioned Bakkt Holdings, Inc. at the center of it all, and we do not have any legacy technology debt to tackle this because we built everything from the ground up. Bakkt Holdings, Inc. sits at the intersection of these incredible changes, and I believe that we will be able to take significant advantage of the opportunities ahead. Looking ahead into 2026, we have built significant momentum. We have announced, or are very close to announcing, some very large partnerships. The discussions are progressing. We are in advanced conversations, and we expect aggressive growth at Bakkt Agent through the adoption of monthly active users on the platform. We have a clear line of sight. What lies ahead is a period of disciplined execution. We have the right team in place to do that, and this will translate into long-term value for shareholders, I believe.

I thank our existing shareholders before I joined the company for their patience, and I believe that, if they stay on with us, they will be rewarded along with us for the journey ahead. Thank you so much for your time today. We appreciate you joining us in person today. Thank you.