Bakkt I (BKKT) Proxy Filing summary

Executive summary

• Agreement to acquire Distributed Technologies Research Ltd. (DTR), a global stablecoin payment infrastructure provider, by issuing Class A common stock representing 31.5% of the outstanding shares prior to closing, subject to adjustments for warrants, indebtedness, and transaction expenses.

• The transaction is subject to customary closing conditions, including regulatory and shareholder approvals, and was negotiated and approved by an independent special committee of the board.

• The acquisition is expected to accelerate stablecoin settlement capabilities, reduce third-party dependencies, and support future revenue generation in payments and banking.

• The company will change its name to “Bakkt, Inc.” effective January 22, 2026, with no impact on shareholder rights.

• An Investor Day is scheduled for March 17, 2026, at the New York Stock Exchange.

Voting matters and shareholder proposals

• The acquisition will be submitted to shareholders for approval, with a proxy statement to be filed and mailed.

• Intercontinental Exchange, Inc., holding about 31% of outstanding shares, has agreed to vote in favor of the transaction.

• A Voting and Support Agreement binds directors, executive officers, and major shareholders (36.1% of shares) to vote in favor of the transaction.

Board of directors and corporate governance

• A Special Committee of independent directors reviewed, negotiated, and approved the transaction, ensuring fairness and robust governance.

• The board, excluding the conflicted director, approved the transaction and recommended it to shareholders.

• The company’s bylaws were amended to reflect the name change, effective January 22, 2026.