Bakkt Holdings, Inc.

That was cool. Good morning. Thanks, everybody, for coming today to BAC's first Investor Day, both here in person and virtually at homes or in your offices. We really do appreciate you joining. Before we begin, I would like to direct your attention to the four looking statements. Some disclaimers of these 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. And without further ado, I am pleased to introduce BAC's Chief Executive Officer, Akshay Nahita.

Welcome, everyone. This is our first Investor Day, and I want to give you a little bit of not a progress report, but really a view into what we've worked on over the last year, what we've systemically rebuilt, and where we're taking the company from here. We are entering the next phase of BAC'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. And it's a very precise engineered strategy that we've put together that we – really look forward to disclosing as we go along throughout the year. We've rebuilt our governance, capital structure, and technology, and we have a great line of sight. Our pipeline is primed, the regulatory path is clear, and we are rewriting the definition of category-defining deals. Today is our opportunity to show you exactly what we've built, the immense velocity at which we're moving, and why back this position to lead in this category. Quick overview of the agenda for today. We'll cover five areas. Quick overview of our strategy and the key drivers behind it, the market opportunity and how backed 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've gone through the restructuring that we had to do. And then finally, Q&A followed by my closing remarks. The mission is simple. Build a secure infrastructure and products that make money work in real life globally. It's 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 is building the infrastructure layer that changes that for institutions, customers, and for companies. Our vision, to build the next-gen financial ecosystem. one that sits between 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. BAC does that for finance. We provide the licensed, regulated, scalable rails so that partners don't have to build them. We've 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. And then 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. Back to this position exactly where all this is breaking out, and we are well on our way to take advantage of these opportunities. So we've organized Bakkt 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. It gets institutions to markets faster and more safely. Backed Agent is our programmable money and AI-powered agentic finance infrastructure. It is frictionless, intelligent, and fully auditable. And finally, Backed Global, which 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 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. And 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 back shareholders. The quick accelerants, so we have laid the groundwork over 2025, and we have immense momentum on all kinds of partnerships that are currently underway. I've showcased a few of these partnerships here, but we are deep in discussions with several partners across the ecosystem, and we've got immense momentum on that front. For agent, we've signed up tier one telco partnerships across 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. And we really 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. And then for the market segment with Nexo, Ascendix, 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'm extremely confident in each of these partnerships and what they're going to deliver for back shareholders. There are three core KPIs for shareholders to follow going forward. For back markets, it's going to be total transacting volume between what we have, which is a legacy brokerage in a box business that back shareholders are aware of, We, with DTR coming into the fold, we've significantly added to our stablecoin on-ramp, off-ramp capabilities. So I expect the total transaction volume within backed markets to expand substantially, and Nick will talk about it during his presentation. For backed agent, the metric is monthly active users. It's a volume business. Users transacting is what drives the revenue, and MAUs is the right measure for platform adoption and distribution reach. And finally, for back global, we look at strategic asset value, the investment and equity value of our global strategy generates. In Japan, we've already made three times our money. In India, we've made five times 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, which will then contribute directly to Bakkt'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. So let me quickly, briefly touch upon the BACT and DTR transaction. This is foundational to everything you're 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 that BACT agent which is the cross-border payments capability and expands back markets into stablecoin payment settlements. These aren't roadmap items. They're all live and ready to be deployed. DTR also brings complementary regulatory framework in Europe. They hold the WASP license, which then sits alongside BAC's existing pan-US MTL coverage. and the New York BitLicense. So 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, which then 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. So DTR really unlocks cross-border volume for Bakkt on stablecoin payments. This is where really stablecoin technology comes to the fore. The TAM here is enormous. Cross-border payment flows are 44 trillion today and growing quite rapidly to about 67 trillion by 2023, according to 2033, according to FXC intelligence. DTR gives back 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 regulated front, coming to the regulatory front, we've got immense tailwinds from clarity within the U.S. regulatory environment. The Genius Act on stablecoins was signed last summer, and the Clarity Act on digital asset markets is currently moving through Congress as we speak. While the rest of the industry plays catch-up with these newly passed laws, BAC'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, and at this time, I would like to introduce Nick Bays to give you a walkthrough on back markets.

Thank you, Akshay. I'm Nick Bays, CEO at Bakkt. I'm going to walk you through Bakkt Markets, our institutional digital asset trading business, and how we're expanding it through our partner ecosystem and the DTR transaction. The DTR transaction doesn't 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, back markets was a spot trading and custody business. Post-DTR 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. Let's talk through the institutional digital asset trading layer. The back 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 BAC'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 that's SOC 1 and SOC 2 certified. Let's now talk about differentiation in the market. We offer four competitive advantages that are difficult to replicate. Flexibility. We don't force partners into a single structure. They choose the fund 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 and off ramps to cross-border stablecoin payments via DTR. That 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 BIT license. When a partner works with BAC, 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. Now let's talk a little bit more about our partnerships and integration. Four strategic partners, each expanding a different dimension of the back markets platform. Nexo. We enable US-regulated trading infrastructure and expands our digital, excuse me, expands our institutional partner network and drives transaction-based revenue growth. Next goes a tier one digital asset lender with global institutional relationships. Their network is our network. AscendX, expands our global customer base and demonstrates platform demand and scalability, recurring revenue through activity. AscendX proves the B2B2C model works at international scale. UBIT, a consumer app that lets users spend digital assets via an UBIT-issued debit card. It powers the buy, sell, deposit, and withdraw flows. Our stablecoin and onboard APIs enable bank transfer on and off ramps across 30-plus EU and Asia countries. Lastly, but not least, DTR. Adds cross-border payments and stable coin settlements. Expands the product suite well beyond trading and supports ongoing platform upgrades. DTR is the infrastructure layer that allows back 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. Let's talk regulatory infrastructure. Again, partners don't 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 institutions, 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 back 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 Back Markets, this is a high margin recurring revenue business that gets better as volume grows and as each partner adds liquidity into the ecosystem. Now I'd like to hand it over to Remy and Ankit to review Back to Agent.

Thanks Nick, I'm ready. Together with Ankit, we'll talk through Back to Agent, our AI programmable finance platform. Backtelligent is really built on four pillars. Our technology pillar, which is a modular tech stack built for scale. Our efficiency layer lowers our cost to serve while volume, Volume grows with our headcount. Programmability. BactAgent is built for the world of programmable finance. Automated, logic-based money movements. And finally, distributions. We plug directly into existing networks of hundreds of millions of users. I'll start with tech. This is the tech stack that makes it all work underneath both 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 the 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 up together. All the data that is generated internally, externally, all falls into one place, laying the groundwork for our AI workforce to work with us. Our second pillar is efficiency. Legacy financial infrastructures, legacy financial institutions, sorry, scale headcount as they scale revenue. Our core operating model is built for automation. We have three agents that currently work at Bakkt. Clara, which is our knowledge agent. You can ask anything to Clara about our customers, about our business model, about 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, watches every transaction that goes through the platform, helps our detection time by 83%. This helps us maintain our 99.9% platform availability. And finally, we have RAFI, which today produces 74% of merged codes, 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 direct reflection of the groundwork that we've laid to make the right architecture decisions from the start. For our consumers, this just means faster, simpler, and more modular and reliable money movements. Next, I'll talk about programmability and what does this mean for us and why does it matter now. Back to building products for a world where money is programmable. We have our three composable APIs that can be used together or separate from each other. The first one is the Zara API, a chat-native cross-border payment, supports voice, text, and image inputs. It's 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, savings accounts, all virtual and named in US dollars, euro, and GBP sterling. It has access to instant payment rails in all those three native currencies and embeds eSIM issuance. Finally, our stablecoin API allows payout into 57 plus countries across 15 different currencies, 10 public blockchains, with same-day settlement 24-7. Like I said earlier, these three APIs can be used independently or composed together. I actually mentioned Zoth. Zoth uses our stablecoin API and our accounts API together. Beta'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'll dive a bit into Zara. Zara is the most technically sophisticated part of our stack. At the center, we have a primary agent. It's a large language model that is based on Google Gemini and then fine-tuned in-house that helps orchestrate user intent between 15 different subagents. Those 15 subagents include KYC, Settlement, FX, Compliance, Treasury. Each specialize in their own domain. Each operates autonomously within their scope. At the bottom, we have a self-testing layer. This is really... what makes Zara an intelligent swarm of agents. It helps analyze outputs and inputs of user intent and what the swarm comes out with, and learns over time, improving itself. Zara is not just a chatbot. It's production-grade, self-evaluating, and designed for institutional quality, reliability, and global payments. Now to talk about direct-to-consumer offering, I'll hand it over to Enke.

Hello, everyone. I'm Ankit Khemka. I'm the chief product officer at Bakkt. So let's talk about our direct-to-consumer products. Firstly is the Zyra app, the chat native remittance app, which is voice, text, and image input. It covers global money movement from the U.S. to 57 countries. It includes a built-in KYC, AML, and FX, and local settlements. No separate app or separate onboarding is needed. When you're using Zyra app, it's all inbuilt. Second is our Everyday Money app. It's a full-service mobile banking app for daily use that has currently been built. It offers debit and savings cards, savings accounts, credit cards, peer-to-peer payments, simplified onboarding, and a retention-focused UX. It's a digital banking product that thinks 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. Dramatically lowers cost to serve through automation versus traditional credit underwriting. So let me deep dive on the Everyday Money app. The product covers the full life cycle of a user's financial life. You can get, spend, save, send, control your finances. Customers will have access to products such as checking account, debit cards, 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 the distribution. The single biggest cost in consumer FinTech is customer acquisition. Traditional partners spend hundreds of dollars to acquire a customer. We've 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've done before, we plug into existing networks where we can leverage own reach. Organic reach and brand trust, they drive customer acquisition. And then on top of that, there's network effects that helps with virality. So we are extremely confident about our pipeline and our advanced conversations with a few partners, especially for the consumer FinTech platform. At Bakkt, we believe connectivity and everyday finance is intertwined. Someone with a bank account and an internet connection can go about their daily business fairly easily. Telecom markets now are naturally concentrated. Typically, two or three partners serve the majority of the country's population. So 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've embedded eSIM technology directly into our consumer FinTech product. This creates a deeper relationship with our customers, higher retention due to higher switching costs. More importantly, for the consumer FinTech app, owning the primary banking relationship across the customers is the holy grail. Partnerships like this are the foundation of driving the primary banking relationship. Our launch focus is in the US and Europe, and we have massive momentum from these telecom partners. In parallel, we are also extending our eSIM capabilities to partners via APIs. So with our distribution strategy, Bakkt is accelerating its time to scale and revenue growth. The engine, which is Bakkt, we provide the regulated rails. Partners don't need to build compliance or licensing infrastructure, we provide all that. The catalyst is our own reach that drives organic acquisition at scales through our distribution partnerships. This means we can do customer acquisition that is structurally below any other competitor which is relying on paid channels. And more importantly, the value add. The telco integration provides a deeper integration with our customers, which improves retention and lifetime value. So this combination is a flywheel. We get low CAC, high retention, and an expanding user base. I'll hand it over now to Akshay for back markets.

Thank you.

So I want to now touch on our third growth engine, which is BAC Global. At its core, it's really a capital-disciplined model of expanding our intellectual capital, technology, and services 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 back shareholders. Furthermore, we are extremely confident in the trajectory ahead for this business. Effectively, what we're doing is we're 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's a design choice because we don't want these to be characterized as subsidiaries. They have their own boards, their 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 then the customers of these businesses. In return, backed shareholders derive compounding strategic shareholder value and the requisite growth at those businesses at scale. We invest the money, not the infrastructure or products. If required, travel with us and can be leveraged by these businesses as and where it's applicable. So it's 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's supported by an independent governance and management team. And BAC sits right at the center of it all, deploying the capital and receiving recurring value back. What makes this really scalable is the product set is already built. The playbook for standing these up as 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 and liquid stock markets. We've done it twice so far. Japan, which we consummated over the summer last year, and our announcement in India sometime in late November last year. This is kind of the roadmap that has set both our internal expectations and how we expect these to play out going forward. I'm 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'm 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. Quick update on the Japan business. It's called Bitcoin Japan Corporation. It's listed on the Tokyo Stock Exchange under the ticker 8105. We invested about $11.5 million in August of last year. And as of mid-March, we generated almost $37 million of returns. That's Pretty good outcome, but I think this is going to dwarf what is really to come of this going forward. Philip Lord, who's the CEO of the company, is in the crowd here today. And I am extremely confident in the leadership and the business plan that him and his team are putting together. I serve as the chairman of the board, and so I have good insight into what Philip is doing and making 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. And at their upcoming AGM, I think Philip will be able to shed further light on exactly where he's going with this. Japan, mind you, is the second largest market capitalization globally after the US. And I really 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's a 5x plus return on the deployed – yet to be deployed capital. We are pending regulatory approval, which I expect in – in the very, very near term, hopefully before the end of the quarter. The strategy that's been discussed thus far in India includes a broker-dealer M&A roll-up, which then leverages BAC's tokenization capabilities to offer real-world assets in a tokenized format to the existing broker-dealer customers. are extremely excited about the opportunity in India, given the size of the market. It's the second largest derivatives market in the world, and it is also one of the most exciting consumer opportunities FinTech opportunities that exist anywhere on the planet, given the size and scale of the population. We believe this investment will ultimately represent incredible value for back shareholders, which, in my personal opinion, will be multiples of what you're seeing over here in the very near term. With that, what's in store for 2026 on the global side? While we continue to evaluate additional market opportunities where we can expand, I think our criteria are very, 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. And then finally, we also need to bring in the right management team and have the right local partner. to be able to execute on that business plan. So 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 made is incredible, and we really look forward to sharing more updates with you as these companies make their plans public. So it's 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. And it really matters to understand where we're going forward. We've really laid the groundwork to set Backtop as a platform for exponential growth, especially with all of the advanced discussions and discussions partnership opportunities that we have lined up and I expect to announce here in the very near term. So 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 really set back for success in the future. On the leadership side, we brought in Ankit Khemka 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. Unfortunately, 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. So thank you, Philip, for all that you did in the few months that you were at BAC. And finally, we are joined with the existing management team at Bakkt that was there before I joined, Karen Alexander as the CFO, Mark D'Annunzio 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 really the team, engineering team in particular, with the right domain expertise, execution track record, and in alignment with where Bakkt is really going forward. And finally, we revamped the board significantly. We added Lynn Alden, Mike Alfred, and Richard Galvin to the board. All three of them joined us as independent directors, and we have Lynn and Mike in the crowd today here with us. They all did their independent diligence, challenged our assumptions, and joined because they really believed in the strategy. We've now also aligned the governance framework at Bakkt in line with where we are going and the opportunity that lies ahead of us, which is, I think, one of the most important things we've done. At the end of the day, it's really about people, and I think 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 leadership changes that we brought in front, We have the right industry expertise and the oversight to ensure that we can deliver for our shareholders going forward. Quick reflection on the past 12 months. So 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 then brought in the talent across teams to be able to deploy. The... technology that we need to do to succeed going forward. We significantly simplified the capital structure, got rid of the up-sea structure, eliminated significant costs across the organization, recapitalized the balance sheet, and made it all debt-free. And finally, we also brought in a whole new institutional shareholder base as a consequence of the turnaround and the transformation story that was undergoing at Bakkt. And finally, we've done a full platform re-architecture, positioning that for scale through the DTR cooperation agreement, the launch of Global and Agent, and hopefully, if shareholders approve, the DTR acquisition. With that, I'm going to hand it over to Karen Alexander to give us a quick overview of the financials.

Hello, everybody. Good morning. I'm Karen Alexander. I'm the chief financial officer at Bakkt. I'm 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've already heard from Akshay, fiscal year 2025 was a year of deliberate transformation. The financial statements that you're going to see reflect that. There was noise from divestitures, restructuring charges, and some of the one-time items that we've cited that 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. That 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's the flow-through number that largely offsets the crypto costs that you see in operating expenses. So the gross revenue decline had two drivers to it. One, as we disclosed earlier, we had amended a commercial agreement with Webull and Q1 that reduced transaction volume. The other thing that we saw was lower crypto trading volume overall and asset prices through most of 2025. And if you compare that to the strong market that we had in Q4 2024 post-election, that's really what's going on with this revenue component. The second metric I wanted to point out is operating expenses, which, again, include the cost of crypto. That's an offset to the revenues. So you see that going down from $3.5 billion to $2.5 billion. So that tracks revenue. But drilling into this trend, if you look at OPEX excluding crypto costs, that came in at $156 million. That's up by $96 million, but it's important to note that that increase is almost entirely driven by approximately $65 million of stock-based compensation, and that related to management equity grants during this reorganization that we've been talking about. That's 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 non-recurring stock-based compensation I previously mentioned, the underlying improvement is real, and you're going to see that in the adjusted EBITDA. Adjusted EBITDA improved from a loss of $57 million to a loss of $33 million. That's a $24 million improvement year over year. And I think that that is the most important trend on this slide. Adjusted EBITDA improvement is driven by approximately $18 million increase in other income. And that primarily relates to the derivative asset and equity method investment gains associated with Japan. There was also a $12 million reduction in SG&A. What this validates is that the cost structure is working and that the global strategy is already contributing to the income statement. So thinking about that as our continuing results, let's 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 $34.6 million net loss from discontinued operations, which is loyalty. This is fully behind us, and it doesn't repeat in 2026. We will have a clean continuing operations P&L going forward. The EPSI collapse, as Akshay mentioned, we felt that this 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 that was a combination of cash and equity. That will not reoccur in 2026. Restructuring expenses included $5.3 million of severance and platform transition costs. This is also non-recurring. All in, what you see for the one-time legacy impact for 2025 was $66.8 million. Every dollar of this is either non-recurring or already behind us. So the headline is this. We start fiscal year 2026 with a dramatically cleaner P&L. The noise goes away. What remains is the core operating business. So that was the cost. Let's think about what that bought us. As I mentioned, the $66.8 million that I mentioned in last screen 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 disc ops $34.6 million drag in fiscal year 2025 goes to zero. Loyalty and custody are fully wound down with no recurring P&L impact. As Akshay mentioned, long-term debt is fully extinguished. We have no debt service obligations or covenants constraining the strategy. Non-controlling interest has been zeroed out with the EPSI collapse in November. Now we have one class of equity, one cap table, full shareholder alignment. As a current snapshot into the business, we have about $88 million of cash and restricted cash at the end of February. 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 gross engines we talked about today. The transformation cost was real, and it is fully behind us. So with that, I will turn it over to Akshay and Cody to start Q&A.

Hello. Testing, testing. Thanks, everybody. All right. Any questions from the audience? Mika is roaming around with the microphone. If you have any, please raise your hand, and then we'll send her your way and introduce yourself and ask your question. Any questions? All right. There we go. Dylan Heslin from Roth. I didn't see any come through for the inbox, but... Thank you.

Morning. I guess could you talk about distribution partners and, like, what does the pipeline look like? How do you get embedded in there? And then how many... I guess, end customers do they have? Like, how do you go about going from where you're at now to a much bigger base of people you're feeding your platform into?

So I need this. Um, so I think we talked about, um, the telco partnerships and obviously these, I mean, our focus is us and Europe. Um, 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 then really gives us a very good customer acquisition engine going forward. On the additional distribution partnerships, I think... From a backed agent perspective, we are looking at very large networks where you have hundreds of millions of users either on the platform or already having touch points with these networks. And the way our technology works is it's plug and play. So we've done all the work, we've built the infrastructure for you to be able to launch something yourself It's literally, you know, you skin the app and launch it, or if you have an existing platform, you embed our chatbot within it, and you can basically run on our regulated rails with all of the infrastructure and piping at the back to launch a fully-fledged fintech platform. So... We are in very, very advanced discussions on some category-defining deals. And, you know, in the very near term, I really look forward to updating you once we are ready to do so in accordance with SEC regulations and so on. I hope that answers your question.

Thank you, Dylan. Any other questions from the audience? Yeah. And Marnie from Macquarie as well.

Good morning. This is Marnie Lysart from Macquarie. I guess it would just be good to maybe when we think about the pipeline, just a bit more colour on how you navigate the regulatory landscape. I mean, you've called out trying to not have the operating structure not encompassing subsidiaries and just the way how you approach that as you evolve.

So I think the regulatory landscape is a two-part. One is BACT Global, which is – these are independent companies that are in their own jurisdictions, and they follow the regulations and laws in those local jurisdictions. I don't think BACT has anything to do with what's happening in India or Japan. I think those companies themselves focus on the local regulatory environment. So that's straightforward and clear. In terms of BACT agent and markets, we have – The pan U.S. licensing coverage and similar to our brokerage in a box business, which we've been doing now for over five years, even before my time. We've literally leveraged that business model, which has been approved by regulators and and and. transferred it over to the agent side, which is almost the same thing. You on-ramp, off-ramp. The only capabilities that you're adding on top are cross-border payments. And Ankit talked about our capabilities to be able to do almost near instantaneous settlements in over 57 countries, which I expect we'll get to over 90 countries by the end of the year. There, we work with local regulated financial institutions, banks, payment service providers, et cetera, who then There is a we have to follow their local requirements. They go through all the KYC AML requirements from their perspective. We ensure that we cover those on our side. And so far, we've we've successfully done it for almost 57 countries. And I don't see any problems with us getting 90 by the end of the year. Does that answer your question?

That's clear. Thanks for answering my question.

And Mika, I think we have one more here. Thank you.

Good morning. Jared Watson from retail. Thanks for taking my question. Maksha, you talked previously about wanting back to compete in the public markets. Has that and kind of the capital you raised in the balance sheet been a competitive advantage in partnerships, discussions, and things like that, especially when some of your competitors are private? Thank you very much.

I think it's made a big difference because, you know, when I joined back, I have a couple of colleagues from the sales team over here in the crowd. I mean, the big issue was that people were scared about having... Their own deposits are customer deposits sitting at back, even though it's all segregated, it's lying within a trust. We can't really commingle funds or use them. And so I think recapitalizing the balance sheet has helped materially with these customers and partners. And I think also from a. Ongoing business perspective, I think no one wants to do all of the integrations with a company and then there's uncertainty around the financial stability of the business going forward. So I think that's, again, been a big driver of instilling confidence in helping us go and drive an active pipeline on the B2B side. And as we go into stablecoin on-ramp, off-ramp payments, I think you will see it all unfolding pretty exponentially as we go through this year because the volumes on pure stablecoin on-ramp, off-ramp cross-border payments is in the billions. And if you don't have a strong balance sheet, even though you don't take any financial risk or hold customer funds because it's all instantaneous, people want to make sure that you have a strong balance sheet to be able to have the confidence of working with you as a counterparty. So I think it's helped tremendously. Thanks.

I got one more from Darren at home. Thank you, Darren. For Akshay, you know, given you founded DTR, can you kind of speak to why it was necessary to fold it into BACT and then also just a double click on all the benefits that DTR brings to BACT agent, kind of maybe near term and long term?

I'm going to have Ankit and Nick answer the question in a little bit more detail. So you hear it from the people who are executing and are touching the technology on a day-to-day basis. But just to rewind, it was always the intention for DTR to be folded into BACT, obviously subject to shareholder approvals and the like. And The transaction was put together in March of last year. And, I mean, I joined as CEO, and I wasn't sure, given all of the clouds around Bakkt with the loyalty business, if, you know, I didn't have any experience running a loyalty business or a call center business. So until and unless that happens, business was hived off. I didn't know if, because my focus is FinTech and, and the, the, the changing financial landscape going forward. I think it made sense for both companies to, uh, get into a cooperation agreement type partnership. Uh, and now that, that the loyalty business was behind us and given all of the opportunities with the distribution pipeline that we have that are in very, very late and advanced stages, uh, I think the board, and the board can speak for itself, the independent committee and the board thought that it would make economic sense for these companies to come together to be able to provide those services in a seamless manner to the end customers. But, Nick, you want to add color to the market side?

Yeah, my pleasure. Yeah, and now that we're done with the prepared remarks, I can just 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. And that business is durable and resilient and still valuable. But what we were seeing in the space, and you're talking to prospects over the last couple of years, is questions around stable coins and payments and cross-border. And they saw our regulatory footprint and they said, well, and they come to us with opportunities to power them. And and we were trying to figure out how our existing technology could power them, and there's just a lot of rough edges. And so it was very difficult to actually convince prospects to come in and partner with us on that capability. The DTR transaction, we've been in a commercial range with them for nine months, so we've already done integrations to help power these things, and we're ready to go and launch and already ready in the U.S. to offer that capability. Now when those prospects come to us, We can not turn them away, which is really exciting. And then we also can collapse a lot of technology. We have a lot of overlapping technology. There's a lot of synergies there that you can collapse together onto a more modern technology stack. So that's been really transformative for us, and we're really looking forward to bringing that out to market in the next couple months. Okay, do you want to talk about agents?

Hi. So the backed agent product is actually built on the tech stack from DTR. It's actually built from the ground up. I'll just give you two examples. The Zyra app that we have, which is a global money movement solution, is using everything that DTR has built and then adding agents on top of it. So it's fully integrated and integrated. The second example would be the everyday money movement, the money app that we've built. If you remember the modular tech stack that Remy showed, that's exactly how we have built the money movement, the money app, right? So we've taken different product features. Each of them are built independently. So they are modular and scalable. And then they all connect together for the fintech consumer platform that we're building. So it's actually been instrumental. And It's really cool in the sense that the way we have built this, this is very, very scalable. It can work across geographies. It can work across platforms. This is pretty cool stuff, so yeah.

And then we have, I think, probably time for one more here from Paul Golding, also at Macquarie. He was asking, how are you viewing the competitive landscape around stablecoin enablement and relative positioning?

So there are two segments, back markets, backed agent. I think on the back market side. My view is that the architecture of payment systems is going to change dramatically over the next few years. You're already seeing some very large M&A transactions happen, and I think we are very well aware of what our competitors are doing in this space. But the scale of the opportunity is so large in payments that doing a few – Tens of billions of dollars of volume is a drop in the ocean, just given the scale of $44 trillion of cross-border payments that we have today. So once we have... all of this capability that Nick talked about within the back markets platform, I think you'll start seeing us sign up larger and larger clients. I think we're already seeing very good results with Nexo. I think Zot is something which will also go live over the course of the next month or so. And the volume will scale pretty rapidly now that we... We've fully integrated the DTR tech stack on the back market side. On the agent side, I think it all boils down to, from a competitor standpoint... It's all about distribution. I think being able to provide the products, there was a flywheel that was shown, being able to provide the products in a cost-efficient manner, I think we've done that through our tech stack because we've got very little human intervention throughout the tech stack, right from onboarding to accounting to compliance to money movements to treasury management and so on. And you go to any... Neobank or FinTech that's out there, whether it's, you know, give you a few examples, Chime or Revolut or companies like that. And with Ankit being at Revolut for so many years, we have a lot of insights into that space. It's really about distribution partnerships. And so we've really taken a very thoughtful approach where we don't have to go and spend hundreds of millions of dollars like these companies did and be loss making for years. But we will be able to scale pretty rapidly to a large number of monthly active users without spending that kind of money. And I think that's why when we launched that, in the very near term with the right distribution partners, it's one of the metrics that should be followed closely.

All right. Thank you. And then I wanted to hand the mic over to a member of the board, Mike Alfred. I believe he wanted to speak. Did you want to say anything? Oh, okay. I'm sorry. I thought you had something you wanted to say. That's all the questions then. And then we'll pass it back to Akshay for kind of closing remarks here. Thank you.

In closing, look, 2025 has been a year where we've really laid the groundwork. There was a lot of heavy lifting. It wasn't all easy along the way, especially with divesting the loyalty business. We've stripped away the noise. We've rebuilt the foundation. And I believe that Bakkt is now very well positioned as a company to compound long-term shareholder value. Really all of the structural work, I would say 90% of it is behind us at this stage. We are also at a very interesting time in the world. I mean, 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. And there were three structural forces that – rather two that were shaping my thoughts around where the financial infrastructure was moving. One was, you know, we had – many years of peace in the world and with the Ukraine Russia war that started in early 2022 that changed that landscape pretty dramatically and I would say over the last few weeks it's changed dramatically yet again And then the second thing is global debt levels, even back in 2022, were at the fiscal debt level, were at all-time highs. I don't think you've seen that level of global debt at the macro level in peacetime since the beginning of time. So given the global debt levels across all major economies around the world, there is... And the geopolitical backdrop, I believe that this is going to reshape the architecture of money going forward. And these new digital systems, which is stable coins primarily, are going to redefine how value is stored, transferred, and programmed. And The growth that we're seeing in artificial intelligence also, I think, is going to be a dramatic driver in how the software stack is structured in all financial institutions going forward. So I believe that we've positioned ourselves at Bakkt right in the center of it all, and we don't have any legacy debt, technology debt, per se, to tackle this because we built everything from the ground up. And BAC sits at the intersection of these incredible changes that are happening around the world. And I believe that we will be able to take a significant advantage of the opportunities that lie ahead of us. So looking ahead into 2026, we've built significant momentum. We've announced a are very close to announcing some very, very large partnerships. The discussions are progressing. We are in advanced conversations and we expect aggressive growth at backed agent through the adoption of monthly active users on the platform. We have a very clear line of sight on that. What lies ahead of us is a period of disciplined execution. We've got the right team that we've put in place to do that. And this will translate into long-term value for shareholders, I believe. And I really thank our existing shareholders before I joined the company for their patience. And hopefully, if they stay on with us, I believe they will be rewarded along with us for the journey ahead. So thank you so much for your time today and appreciate you joining us in person here today. Thank you.