Bakkt to simplify capital structure, eliminate Up-C, transition to single-class common stock by Nov 3

Bakkt, Inc.

Company to reorganize into NewCo; each share of Class A common stock exchanged for one share of NewCo common stock.
Pre-IPO investors' Class V common stock replaced with NewCo common stock; all shareholders will hold single class with identical rights.
TRA amendment: ICE and CEO Naheta contribute TRA rights to NewCo in exchange for NewCo Class A common stock, net-settled.
Estimated issuance of ~655,500 shares to ICE and ~69,750 shares to Naheta based on assumed stock price of $38.
Reorganization expected to close on or about November 3, 2025; warrants will be exchanged for equivalent NewCo warrants.

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