Bakkt sponsors a 401(k) defined contribution plan covering all eligible U.S. employees. Both Company and employee contributions to the 401(k) plan are discretionary. For the three and six months ended June 30, 2026, the Company recognized approximately $0.1 million and $0.2 million respectively of matching contributions to the 401(k), which is included in "Compensation and benefits" in the consolidated statements of operations. For the three and six months ended June 30, 2025 the Company recognized approximately $0.2 million and $0.3 million, respectively of matching contributions to the 401(k), which is included in "Compensation and benefits" in the consolidated statements of operations.

On December 15, 2025, the Company filed a complaint in the Superior Court of the State of Delaware (the "Court"), against Project Labrador Holdco, LLC (“Roman”) in connection with the closing of Roman’s acquisition of the Company’s Loyalty Business. On February 6, 2026, the Company amended its complaint, following additional amounts

becoming due, seeking the repayment of these amounts to the Company. The Company is seeking approximately $10.0 million and attorneys’ fees in connection with breaches of the Loyalty Business purchase agreement. On February 27, 2026, Roman filed counterclaims, and has alleged that is entitled to indemnification and compensatory damages totaling $19 million.

The Company filed a motion for judgment on the pleadings on April 10, 2026, which the Court granted on April 10, 2026. Thereafter, on June 19, 2026, Roman filed a motion for re-argument, which the Company responded to in opposition on June 26, 2026. On July 7, 2026, the Court denied Roman's motion for re-argument. On August 6, 2026, Roman filed a notice of appeal in the Supreme Court of the State of Delaware, seeking to overturn the Court's decision granting the Company's motion for judgment on the pleadings and the Court's denial of Roman's motion for re-argument. Briefing is underway.

On April 2, 2025, a putative class action (the "Class Action") complaint was filed in the U.S. District Court for the Southern District of New York against the Company and certain current and former officers. The complaint alleges that the Company made false or misleading statements and omissions of purportedly material fact, in violation of federal securities laws, in connection with disclosures relating to the non-renewal of the Company’s agreements with Webull and Bank of America N.A. The complaint seeks damages, as well as fees and costs. The Company intends to defend the matter vigorously; however, it is refraining from expressing any judgment upon the likelihood of a favorable or unfavorable outcome in this matter given the early stage of the litigation. On September 15, 2025, plaintiff filed an amended complaint. On November 14, 2025, Defendants filed a motion seeking the dismissal of all claims, which was fully briefed on February 12, 2026 and remains pending. No hearing has yet been scheduled on the motion.

On July 14, 2025, July 16, 2025, and July 18, 2025, the Company’s Board of Directors received demand letters from three shareholders (collectively, the “Demands”). These Demands are premised on the same alleged misconduct as the Class Action litigation described above, and seek (i) an internal investigation, (ii) a civil action, if applicable, and (iii) various Board actions in connection with the alleged misconduct. Defendants have asked these shareholders to pause the Board’s consideration of these Demands until resolution of Defendants’ anticipated motion to dismiss the federal securities litigation; to date, two of the three shareholders have so agreed.

Other legal and regulatory proceedings have arisen and may arise in the ordinary course of business. However, management does not believe that the resolution of these matters will have a material adverse effect on the Company's financial position, results of operations or cash flows. However, future results could be materially and adversely affected by new developments relating to the legal proceedings and claims.

The Company is obligated to securely store digital assets that it holds for customers, a substantial portion of which are held in cold storage. As such, the Company may be liable to users of its platform for losses arising from the Company’s failure to secure digital assets from theft or loss. The Company has not incurred any losses related to such an obligation and therefore has not accrued a liability for losses as of June 30, 2026 or December 31, 2025. The Company has no reason to believe it will incur any expense associated with such potential liability because (i) it has no known or historical experience of claims to use as a basis of measurement, (ii) it accounts for and continually verifies the amount of digital assets within its control, and (iii) it has established security around custodial product private keys to minimize the risk of theft or loss.

In December 2021, the Company entered into a four-year cloud computing arrangement which includes minimum contractual payments due to a third-party provider. Several amendments have been made to the agreement that extend the

In connection with the allotment of 47,500,000 warrants to subscribe for equity shares of Transchem, an Indian company listed on the BSE Limited, Opco, a subsidiary of the Company, paid 25% of the total warrant issue price upon allotment and is contractually obligated to pay the remaining 75%, or ₹56.25 per warrant, only if and when it elects to exercise the warrants (see Note 8, Investment in Transchem Limited Warrants). As of June 30, 2026, the aggregate unfunded exercise commitment, assuming exercise of all outstanding warrants, was approximately ₹2,671,875,000 (approximately $28.3 million, translated at the June 30, 2026 exchange rate).

Because the warrants are exercisable, but not mandatorily so, at Bakkt's sole discretion at any time prior to their expiration 18 months from the allotment date (through approximately December 3, 2027), this remaining exercise price represents an executory, unfunded commitment rather than a recognized liability, and is not reflected on the Company's condensed consolidated balance sheet. Bakkt is under no obligation to exercise any portion of the warrants and, should it elect not to exercise, would forfeit its rights thereunder without further payment obligation. The Company will continue to evaluate its intent with respect to exercise in light of Transchem's share price, the terms of the warrants, and the Company's liquidity, and will fund any exercise from cash on hand or other available sources at the time of exercise.