On April 30, 2026 (the "Closing date"), we completed the acquisition of Distributed Technologies Research Group Ltd. ("DTR") pursuant to a Share Purchase Agreement dated January 11, 2026 (the "Purchase Agreement") by and among Bakkt and the sellers of DTR (the "Closing"). We recognized goodwill from the acquisition due to the assembled, experienced workforce and anticipated growth we expect to achieve from DTR's product capabilities. The total consideration as measured at April 30, 2026 included $97.6 million in Class A common stock (the "Consideration Shares"), $1.7 million of cash paid to Akshay Naheta for the reimbursement of certain shareholder loans extended to DTR by Mr. Naheta that were outstanding immediately prior to the Closing, and $1.5 million of DTR transaction expenses we agreed to reimburse under the Purchase Agreement.

In addition, following the Closing, to the extent the Company issues shares of Common Stock in respect of warrants to purchase shares of Common Stock that were outstanding as of the date of the Purchase Agreement, the Consideration Shares will be increased by a number of shares equal to (x) 31.5% multiplied by (y) the number of shares of Common Stock issued upon the exercise or conversion of such warrants (the "top-up consideration"). Assuming all such warrants are fully exercised for cash, the Company would issue up to an additional 725,592 shares of Common Stock as part of the Consideration Shares. As part of the purchase price allocation the value of the contingent consideration was estimated to be $4.9 million. The top-up consideration was recognized as a liability measured at fair value at the Closing date since it is not indexed directly to Bakkt's own shares (it is based on the warrant exercise activity of current warrant holders).

The initial accounting for the acquisition of DTR is preliminary as of April 30, 2026. The allocation of purchase price to assets acquired and liabilities assumed is based on management's preliminary estimates of fair value. The final determination of these fair values is subject to finalization of third-party valuations and tax assessments. Management expects to finalize the purchase price allocation as soon as practicable, but no later than one year from the acquisition date (the measurement period). The following is a reconciliation of the fair value of consideration transferred in the acquisition to the preliminary fair value of the assets acquired and liabilities assumed.


($ in thousands)	Amount		Est. useful life
Cash and cash equivalents	$	160
Inventory	292
Other current assets	165
Total tangible assets acquired	$	617

Customer relationships	$	1,630	12 years
Developed technology	10,090		5 years
Marketing-related assets (trade name)	250		1 year
Non-compete agreements	4,820		2 years
Total identifiable intangible assets	$	16,790

Accounts payable	$	(1,205)

An assembled workforce with an estimated replacement cost of $1.2 million was also identified and valued but does not qualify for recognition as a separate intangible asset apart from goodwill and is included within the goodwill balance above.

Goodwill of $92.0 million represents the excess of the consideration transferred over the fair value of the identifiable net assets acquired and is not expected to be deductible for Cyprus income tax purposes. Goodwill is primarily attributable to DTR’s assembled workforce, expected synergies from integrating DTR’s technology into Bakkt’s platform, and other benefits that do not qualify for separate recognition as identifiable intangible assets.

The above fair values are as of the Closing date. The acquired intangible assets and goodwill required the use of significant unobservable inputs including client activation forecasts, expectations about customer trading volume and frequency, customer attrition rates, and estimated useful lives of acquired technology and discount rates (level 3 inputs). The acquired customer relationships were valued using a multi-period excess earnings model. The acquired developed technology was valued using a relief from royalty method. Other assets and liabilities were carried over at their acquired costs which was not materially different than their fair values.

The Closing date fair value of the top-up consideration payable in Class A common stock based on future warrant exercises was estimated using a Monte Carlo simulation under a geometric Brownian motion / risk-neutral framework. The analysis incorporated 5,000,000 simulated paths, Bakkt’s Closing date common stock price, the risk-free rate corresponding to the warrants’ remaining contractual terms, an equity volatility assumption of 150.0% based on Bakkt’s observed stock price volatility, and the specific exercise and settlement provisions of each warrant class. The Class 1 RDO Warrants were assumed to remain outstanding through their contractual expiration and to be exercised for cash when in the money. The Class 2 RDO Warrants incorporated their alternative cashless exercise feature when applicable and otherwise assumed cash exercise. The Public SPAC Warrants were modeled based on their contractual cash exercise provisions. This fair value measurement uses significant unobservable inputs and is therefore classified as Level 3 in the fair value hierarchy. The change in fair value of the top-up consideration between the Closing date and June 30, 2026 was not material.

Revenue generated by DTR from the Closing date through June 30, 2026 was $6.8 million, and is included in the Company's statements of operations. Net loss generated by DTR from the Closing date through June 30, 2026 was $0.9 million, and is included in the Company's statements of operations.

The following unaudited pro forma financial information presents the Company's results of operations as if the acquisition of DTR had occurred on January 1, 2025. The unaudited pro forma financial information as presented below is for illustrative purposes and does not purport to represent what the results of operations would actually have been if the acquisition of DTR occurred as of the date indicated or what the results would be for any future periods. The unaudited pro forma results reflect the step-up amortization adjustments for the fair value of intangible assets acquired, acquisition-related expenses, and share-based compensation expense for newly issued restricted stock units. Proforma revenue for the three months and six months ended June 30, 2026 would be $172.0 million and $424.8 million, respectively. Proforma revenue for the three and six months ended June 30, 2025 would be $568.1 million and $1,633.9 million, respectively. Proforma net income attributable to Bakkt, Inc. for the three and six months ended June 30, 2026 would be $80.3 million and

On May 7, 2026 (the “Gyzer Closing Date”), Opco acquired 100% of the issued and outstanding capital stock of Gyzer Inc. (“Gyzer”) pursuant to a Stock Purchase Agreement with Gyzer’s founder (the “Seller”). The primary purpose of the transaction was to secure the services of Gyzer’s three key personnel (the “Retained Individuals”), who entered into employment and restrictive covenant agreements with the Company concurrently with closing. All other Gyzer personnel were terminated as of the Gyzer Closing Date.

Management evaluated the transaction under the framework in ASC 805-10-55-5A and concluded that substantially all of the value acquired was concentrated in the Retained Individuals and that Gyzer did not include a substantive process at the Gyzer Closing Date. Accordingly, the transaction does not meet the definition of a business under ASC 805 and has been accounted for as an asset acquisition in accordance with ASC 805-50, under which the cost of the transaction was accumulated and allocated to an acquired workforce intangible asset, with direct, incremental transaction costs capitalized as a component of that cost.

Total consideration transferred consisted of the following:


Component	Amount ($000's)
Cash paid to satisfy outstanding Seller loan to Gyzer	$	160
Fair value of 94,595 shares of Class A common stock (contingently issuable, see below)	823
Fair value of warrant to purchase 50,000 shares of Class A common stock, exercise price $10.00 per share (contingently exercisable, see below)	369
Direct, incremental transaction costs	93
Total consideration	$	1,445

The stock and warrant consideration components above are subject to forfeiture and will not vest (and, in the case of the warrant, will not become exercisable) unless one of the following performance conditions is achieved during the two-year period following the Gyzer Closing Date (the "performance period"): (i) $250 million in aggregate trading volume on the Company’s platform attributable to the Seller, or (ii) the volume-weighted average price of the Company’s common stock equaling or exceeding $25.00 per share for 20 consecutive trading days. If neither condition is satisfied within the performance period (as it may be extended under the agreement), the unvested shares and warrant will be automatically cancelled without further consideration.

The Gyzer Closing Date fair values of the stock and warrant consideration components above were determined using a Monte Carlo simulation, given the market-condition-based vesting feature of both instruments. The simulation modeled 100,000 potential future paths of the Company’s stock price over the two-year performance period using a Geometric Brownian Motion model, based on (i) a starting stock price of $8.55 per share, the closing price of the Company’s common stock on the Gyzer Closing Date, (ii) a risk-free rate of 3.92%, based on the two-year U.S. Treasury note, and (iii) an annualized volatility assumption of 105%, developed from a blend of the Company’s own observed historical stock price volatility following a change in its business strategy and ownership structure and the observed volatility of a group of guideline public companies. In each simulated path in which the $25.00 stock price hurdle was not met, the instruments were assumed to vest based on management’s estimate of the probability of achieving the

The total consideration was allocated entirely to an assembled workforce intangible asset, reflecting the acquisition of the Retained Individuals’ expertise and continuity of operations. The intangible asset is being amortized on a straight-line basis over its 24-month useful life, which management believes reflects the pattern in which the economic benefits of the asset are expected to be consumed.

A separate warrant to purchase up to 200,000 shares of Class A common stock was issued to the Seller in connection with his employment agreement as Chief Commercial Officer of the Company. Because that warrant is subject to service- and performance-based vesting and is forfeited upon termination of employment, it is accounted for as stock-based compensation under ASC 718 and is not included in the consideration transferred for the Gyzer acquisition. See Note 14, Share-Based and Unit-Based Compensation.