#18 Bakkt. Fourth Quarter and Full Year 2022 Earnings March 9, 2023#2Important notice. Unless the context otherwise provides, "we," "us," "our," "Bakkt" and like terms refer (i) prior to October 15, 2021 (the closing date of the business combination), to Bakkt Opco Holdings, LLC (f/k/a Bakkt Holdings, LLC, "Opco") and its subsidiaries and (ii) after October 15, 2021, to Bakkt Holdings, Inc. and its subsidiaries, including Opco. Forward-Looking Statements This presentation contains "forward-looking statements" within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended. Such statements include, but are not limited to, statements regarding the closing of the Apex Crypto acquisition and the resulting impacts from that acquisition and Bakkt's guidance, plans, objectives, expectations and intentions with respect to future operations, expected operating results, such as revenue growth and earnings, products, services and the application of Bakkt's available cash, among others. Forward-looking statements can be identified by words such as "will," "likely," "expect," "continue," "anticipate," "estimate," "believe," "intend," "plan," "projection," "outlook," "grow," "progress," "potential" or words of similar meaning. Such forward-looking statements are based upon the current beliefs and expectations of Bakkt's management and are inherently subject to significant business, economic and competitive uncertainties and contingencies, many of which are difficult to predict and beyond Bakkt's control. Actual results and the timing of events may differ materially from the results anticipated in such forward-looking statements as a result of the following factors, among others: Bakkt's ability to grow and manage growth profitably; changes in Bakkt's business strategy; changes in the market in which Bakkt competes, including with respect to its competitive landscape, technology evolution or changes in applicable laws or regulations; changes in the digital asset markets that Bakkt targets; the possibility that Bakkt may be adversely affected by other economic, business, and/or competitive factors; changes to Bakkt's relationships within the payment ecosystem; the inability to launch new services and products or to profitably expand into new markets and services; the inability to execute Bakkt's growth strategies, including identifying and executing acquisitions and Bakkt's initiatives to add new partners and customers; Bakkt's ability to obtain all the necessary approvals to close its acquisition of Apex Crypto and successfully integrate the Apex Crypto business and employees and to achieve the expected benefits from the acquisition; the inability to develop and maintain effective internal controls and procedures; the exposure to any liability, protracted and costly litigation or reputational damage relating to Bakkt's data security; the impact of an goodwill or other intangible assets impairments on Bakkt's operating results; the impact of any pandemics or other public health emergencies, including the COVID-19 pandemic; Bakkt's inability to maintain the listing of its securities on the New York Stock Exchange; and other risks and uncertainties indicated in Bakkt's filings with the Securities and Exchange Commission. You are cautioned not to place undue reliance on such forward-looking statements. Such forward-looking statements relate only to events as of the date on which such statements are made and are based on information available to us as of the date of this presentation. Unless otherwise required by law, we undertake no obligation to update any forward-looking statements made in this presentation to reflect events or circumstances after the date of this presentation or to reflect new information or the occurrence of unanticipated events. Basis of Presentation "Predecessor" information represents the results of Bakkt Holdings, LLC prior to the business combination with VPC Impact Acquisition Holdings (VIH), which closed on October 15, 2021. "Successor" information represents the results of Bakkt Holdings, Inc. from the date the business combination closed through the end of the applicable period. "Combined" information represents the combination of Predecessor and Successor for the applicable period. Bakkt has provided the Combined information as management uses such information when evaluating the company's results for periods that straddle the closing of the business combination. Combined information has not been calculated in accordance with generally accepted accounting principles ("GAAP"). In addition to the Combined information, this presentation includes discussions of Adjusted EBITDA and Free Cash Flow, which are financial measures that are not calculated in accordance with GAAP. For more information regarding Adjusted EBITDA please see slide 24 and for Free Cash Flow please see slide 30. 2#3Strategic update A#4Summary • Delivered on product roadmap • Made progress with partner network ● Significant achievements in 2022 A Signed a definitive agreement to acquire Apex Crypto Our platform is differentiated and built for the long-haul Significant competitive moat Regulatory and compliance-first focused approach Balance sheet strength Broad partner network ● ● ● • These core strengths position us well to succeed ● Our 2023 priorities appropriately balance growth and discipline Expect macroeconomic environment to remain challenging in 2023, with pockets of growth opportunities Disciplined capital allocation, balancing growth opportunities with prudent firmwide expense management#5A 2022 Significant achievements despite a highly challenging environment PARTNERSHIPS Expansion of partner network M&A Signed definitive agreement to acquire Apex Crypto MARKETING Launched brand refresh & marketing initiatives PRODUCT Delivered on product roadmap INTEGRATIONS Implemented integrations with several partners; launched pilots 5#6Our platform is differentiated, positioning us to win Strong balance sheet Regulatory and compliance-first focus ● ● ● B Separate entities facilitating crypto trading and custody functions Customers' crypto is custodied in a separate trust entity regulated by New York Department of Financial Services (NYDFS) Obtained all proper licenses including BitLicense from NYDFS and required state licenses¹ to do business throughout the US Recent purchase of Bumped Financial, LLC, a registered broker- dealer² Spearheading government relations efforts on Capitol Hill and with relevant regulatory bodies $239.4mm of liquidity, consisting of available cash, cash equivalents and available-for-sale securities Balance sheet strength provides dry powder and enables us to be opportunistic around inorganic and organic growth, as well as stability in challenging market conditions ¹ With the exception of Hawaii, where Bakkt has elected not to operate. 2 Completion subject to the FINRA approval. Broad partner network ● ● We have built a broad network that provides scalable reach to millions of users across client verticals Our B2B partners include fintechs, RIASs, traditional finance, platform companies, brands and merchants Institutional-grade, security and compliance-focused technology platform built to embed into partner experiences 6#7Our 2023 key priorities appropriately balance growth and discipline 1 Expand crypto platform Invest in custody - expand flexibility and build upon our core approach which is underpinned by proven sound infrastructure centered around safety ● ● A Expand through Apex Crypto - close the deal and integrate onto our platform expeditiously. Plan to extend into new international markets leveraging their existing partners Drive crypto to utility - enabling new ways to earn, reward and pay, including through Lightning 2 Activate and broaden partner network • Continue to collaborate closely and align roadmaps with our partners to collectively bring platform capabilities to market ● Broaden network with new partners and pipeline of potential prospects 3 Manage expenses and strategically allocate capital ● Remain highly focused on prudently managing expenses Rigorous analysis to inform capital allocation decisions Our key priorities focus on building value in 2023 and we believe will propel us to be one of the best positioned crypto companies when market conditions improve 7#8Investing in expanded crypto functionality to meet market demand and drive increased utility OUR Our heritage is in FOCUS custody - we continue to invest in best-in-class custody and market infrastructure 回 Crypto custody STORE OF VALUE * Subject to regulatory approval The addition of Apex Crypto strengthens our Crypto Connect capabilities and accelerates our roadmap Ⓒ Crypto trading INVESTIBLE ASSET We're providing new ways to earn with our rollout of Crypto Payouts* and Crypto Rewards* *FR Crypto payouts Crypto rewards WAYS TO EARN 2023 key priorities 1 2 3 We're seeing new opportunities emerge in layer 2 protocols like Bitcoin's Lightning Network and Stablecoins; we are investing in these as they grow * Lightning Peer 2 Peer Remittances FUTURE OPPORTUNITY: MEDIUM OF EXCHANGE 00 8#9We are intent on closing and integrating the Apex Crypto acquisition thoughtfully and efficiently We continue to push forward on closing the Apex Crypto acquisition and remain on track to close in 1H23 2023 key priorities 1 2 3 APEX Crypto Making headway on pre-close activities, including regulatory approval process • Working with the Apex Crypto team and key stakeholders to ensure there is no disruption to clients and customers following deal close • Since entering into the acquisition, Apex Crypto has signed two additional clients, bringing the total to 33 Apex Crypto 4022 net revenue is expected to result in approximately $9mm in stock earnout 9#10Activate and expand partner network. Continue to broaden our partner network and collaborate closely with existing partners to collectively bring platform capabilities to market. We are thrilled to announce a strategic alliance with Caesars Entertainment Crypto Rewards* We will enable millions of Caesars Rewards® members to redeem their Rewards Credits through Bakkt® Crypto Rewards A Continuing partnership To continue to explore and innovate around Bakkt's existing suite of cryptocurrency solutions * These products are under development and subject to regulatory approvals 2023 key priorities 1 2 3 CAESARS ENTERTAINMENT. Visible sponsorship opportunity Branding of the Bakkt Theater as an opportunity to be visible to Caesars customers in Las Vegas and build our B2B brand 10#11A Strategic capital allocation and focus on areas with strong product market fit and scalability • We are continuously assessing our capabilities for strong product market fit and taking appropriate decisive actions ● We will remain disciplined in our capital allocation decisions Our focus areas provide scalability and accelerate our path to profitability Crypto Invest in core capabilities that expand partner offerings, markets and further enable institutional participation Loyalty Serve and grow volume with existing loyalty partners 2023 key priorities 1 2 3 Scalability Focus on scalable go-to-market opportunities in a B2B approach sunsetting our D2C consumer app As part of our business focus initiatives, we implemented a corporate restructuring today 11#12Strong continued focus on prudent expense management Macroeconomic environment expected to remain challenging in 2023. We will remain disciplined on managing expenses and capital allocation decisions, allowing us to be nimble ● Expected impact from recent corporate restructurings -40% -$29mm A Our business focus initiatives include corporate restructurings which were implemented in December 2022 and today Decline in headcount (year-end 2023 vs. year-end 2022) 2023 key priorities 1 2 3 Cash savings in 2023 Note: Headcount includes exempt employees and contractors, and excludes all headcount related to call centers ~$7mm Additional cash savings in 2024; full year impact ~$36mm 12#13Financial results A#14FINANCIAL RESULTS Summary of 4Q22 condensed results ● ● ● Net revenues of $15.6mm increased by $1.9mm, or 14%, YoY, driven by transaction revenue from the loyalty redemption business Total operating expenses of $345.1mm increased YoY due to non-cash goodwill and intangible assets impairment charge of $271.9mm Includes restructuring expense of $2.3mm Operating expenses (other than goodwill and intangible assets impairments) of $73.2mm decreased by $65.4mm, or 47% YoY, primarily due to a reduction in total compensation and benefits ● • Total shares outstanding of 265.6mm¹ Class A 82.3mm shares Class V 183.3mm shares • 22.7mm Class V shares exchanged as of February 28, 2023 ● $mm's (unaudited) Net revenues Goodwill and intangible assets impairments Operating expenses, other than goodwill and intangible assets impairments Total operating expenses Operating loss Interest income (expense), net Gain (loss) from change in FV of warrant liability Other income (expense), net Loss before income taxes Income tax benefit (expense) Net loss Less: Net loss for noncontrolling interest Net loss attributable to Bakkt Holdings, Inc. Weighted average basic shares (mm) Weighted average diluted shares (mm) Net loss per basic share Net loss per diluted share Note: All financial data on this slide is unaudited. ¹ As of February 28, 2023. Intercontinental Exchange, Inc. ("ICE") owns an aggregate of 66% of shares, consisting of both Class A and Class V. 4Q22 $15.6 271.9 73.2 345.1 $(329.5) 1.0 3.5 (1.5) $(326.4) 2.5 $(323.9) $(227.4) $(96.5) 79.4 261.5 $(1.22) $(1.24) Successor 3Q22 $12.9 1,547.7 60.0 1,607.8 $(1,594.9) 0.6 0.4 0.7 $(1,593.2) 0.6 $(1,592.5) (1,224.4) $(468.1) 76.6 76.6 $(6.11) $(6.11) 10/15/2021 12/31/2021 $11.5 86.0 86.0 $(74.5) (79.4) 0.8 $(153.1) (11.8) $(164.8) (120.8) $(44.0) 54.0 54.0 $(0.81) $(0.81) Predecessor 10/1/2021 10/14/2021 $2.2 52.6 52.6 $(50.5) $(50.5) 0.8 $(49.7) 14#15FINANCIAL RESULTS Summary of FY22 condensed results. • Total operating expenses of $2,071.0mm increased YoY due to non-cash goodwill and intangible assets impairment charge of $1,819.6mm ● Net revenues of $54.6mm increased by $15.1mm, or 38% YoY, driven by increase in transaction revenue from the loyalty business Operating expenses (other than goodwill and intangible assets impairments) of $251.4mm relatively flat YoY A Note: All financial data on this slide is unaudited. $mm's (unaudited) Net revenues Goodwill and intangible assets impairments Operating expenses, other than goodwill and intangible assets impairments Total operating expenses Operating loss Interest income (expense), net Gain (loss) from change in FV of warrant liability Other income (expense), net Loss before income taxes Income tax benefit (expense) Net loss Less: Net loss for noncontrolling interest Net loss attributable to Bakkt Holdings, Inc. Weighted average basic shares (mm) Weighted average diluted shares (mm) Net loss per basic share Net loss per diluted share Successor FY22 $54.6 1,819.6 251.4 2,071.0 $(2,016.4) 1.9 16.6 (0.9) $(1,998.8) 11.3 $(1,987.5) (1,410.1) $(577.4) 71.2 71.2 $(8.11) $(8.11) 10/15/2021- 12/31/2021 $11.5 86.0 86.0 $(74.5) (79.4) 0.8 $(153.1) (11.8) $(164.8) (120.8) $(44.0) 54.0 54.0 $(0.81) $(0.81) Predecessor 1/1/2021 - 10/14/2021 $28.0 168.0 168.0 $(140.1) (0.2) 0.5 $(139.8) 0.6 $(139.2) 15#16FINANCIAL RESULTS 4022 Adjusted EBITDA (non-GAAP) 4022 Adjusted EBITDA loss of $(30.5)mm increased YoY due to higher non-share- based and unit- based compensation costs A $mm's (unaudited) Net loss Depreciation and amortization Interest (income) expense, net Income tax (benefit) expense EBITDA Acquisition-related transaction costs Share-based and unit-based compensation expense (Gain) loss from change in fair value of warrant liability Goodwill and intangible assets impairments Impairment of long-lived assets Retructuring expenses Other¹ Adjusted EBITDA loss 4Q22 $(323.9) Successor 7.5 2.9 (3.5) 271.9 11.5 2.3 0.3 $(30.5) 3Q22 $(1,592.5) 7.0 6.4 (0.6) (1.0) (2.5) (0.6) $(320.4) $(1,587.4) 0.5 8.8 (0.4) 1,547.7 0.2 $(30.7) 10/15/2021 12/31/2021 $(164.8) 5.4 11.8 $(147.7) 1.6 45.9 79.4 1.2 (0.9) $(20.5) Predecessor 10/1/2021 10/14/2021 $(49.7) 0.5 (0.8) $(49.9) 12.7 30.7 3.6 $(2.9) Note: All financial data on this slide is unaudited. Adjusted EBITDA is a non-GAAP financial measure. For more information, please refer to the Notes section in this presentation. ¹ Other comprised of ICE transition services expense and cancellation of common units in the quarterly 2021 and 2022 periods, as well as gain on extinguishment of software license liability in the quarterly 2021 periods. 16#17FINANCIAL RESULTS 4022 Net revenues ● 4Q22 net revenues of $15.6mm increased 14% YoY • FY22 net revenues of $54.6mm increased 38% YoY ● 4Q22 transaction revenues of $7.8mm increased 14% YoY, driven by higher margins and an increase in air travel and merchandise volume in loyalty redemptions • 4Q22 subscription and service revenues of $7.8mm increased 15% YoY, primarily due to an increase in service volume B $13.7 $6.8 $6.8 4Q21 Successor & predecessor combined $12.5 $6.5 Net revenues ($mm) 4Q net revenues 14% YoY $6.0 1Q22 $13.6 $7.0 $6.6 2Q22 ■ Subscription and service Note: All financial data on this slide is unaudited. 4Q21 combined revenue is a non-GAAP figure. 4Q21 subscription and service revenue comprised of $1.1mm and $5.8mm for Predecessor and Successor periods, respectively. 4Q21 transaction revenue comprised of $1.1mm and $5.7mm for Predecessor and Successor periods, respectively. $12.9 $6.6 $6.3 3Q22 Transaction $15.6 $7.8 $7.8 4022 17#18FINANCIAL RESULTS 4Q22 Operating expenses Compensation Total expenses • Total operating expenses of $345.1mm increased YoY due to non-cash goodwill and intangible assets impairment charge of $271.9mm ● Operating expenses (other than goodwill and intangible assets impairments) of $73.2mm Compensation expenses • Total compensation expenses of $31.9mm down 67% YoY due to a decrease in non-cash compensation expenses Other¹ expenses Includes restructuring expenses of $2.3mm ● 1023 expected restructuring charge of ~$3.7mm-$4.1mm, which includes ~$2.3mm-$2.7mm of cash payments SG&A Other Goodwill & intangible assets impairments Predecessor $52.6 $18.0 $33.9 $0.8 4Q21 predecessor $86.0 $15.3 $8.5 $62.2 4021 successor Expenses ($mm) $61.0 $16.5 $9.4 $35.1 1Q22 Successor $57.1 $13.1 $9.8 $34.2 2Q22 Note: All financial data on this slide is unaudited. Bar chart not fit to scale. 8 ¹ Other comprised of Professional services, Technology & communication, acquisition-related expenses, Depreciation and amortization, Related party expenses, Impairments of long-lived assets, Restructuring costs, and Other operating expenses. $1,607.8 $1,547.7 $14.4 $7.8 $37.8 3Q22 $73.2 $345.1 $271.9 $32.8 $8.4 Op. exp. other than impairment $60.0 $31.9 4Q22 18#19FINANCIAL RESULTS Key performance indicators Fourth quarter 2022 Transacting accounts across our platform up 11% YoY ● Digital asset conversion volume up 19% YoY • YoY growth led by loyalty redemption from increased air travel activity Full year 2022 Transacting accounts across our platform of 3.0mm, up 16% YoY Digital asset conversion volume of $832.3mm, up 51% YoY A 867 4Q21¹ $222 4Q21¹ Note: The operating data on this slide is unaudited. Please refer to the Notes section in this presentation for definitions. ¹ Represents performance for the Combined Predecessor and Successor periods. See disclaimers for additional information. Transacting accounts (000) 4Q ↑ 11% YoY 678 1Q22 $182 681 1Q22 2Q22 Digital asset conversion ($mm) 4Q ↑ 19% YoY $205 686 2Q22 3Q22 $182 3Q22 958 4Q22 $263 4Q22 19#20FINANCIAL RESULTS 4Q22 Condensed balance sheet Strong balance sheet with $239.4mm of available cash, cash equivalents and available-for-sale securities • 4Q22 Non-cash goodwill and intangible assets impairments charge of $271.9mm in accordance with GAAP • Cash usage of $34.3mm in 4Q22 Capex spend of $8.0mm Severance and other one-time cash payments to employees of $1.2mm ● ● ● Cash usage of $152.0mm in FY22 Capex spend of $30.5mm Includes an accelerated one-time $9.2mm cash payment to facilitate migration to a new purchasing card facility ● ● $mm's Assets Cash & cash equivalents Available-for-sale securities Other current assets Total current assets Goodwill Intangible assets, net Other assets Total assets Liabilities and stockholders' equity Current liabilities Noncurrent liabilities Total liabilities Total stockholders' equity Noncontrolling interest Total equity Total liabilities and stockholders' equity As of 12/31/22 (unaudited) $98.3 141.1 87.1 $326.5 18.3 55.8 57.4 $458.0 $92.1 27.3 $119.4 97.0 241.5 338.6 $458.0 As of 12/31/21 $391.4 72.2 $463.5 1,527.1 388.5 35.2 $2,414.3 $73.6 46.5 $120.1 468.4 1,825.8 2,294.2 $2,414.3 Note: All financial data on this slide is unaudited. Cash usage is calculated using changes in cash & cash equivalents and available-for-sale securities balances from the GAAP balance sheet over a specified time period. Fourth quarter 2022 cash usage of $34.3mm is calculated by adding the change in available cash & cash equivalents from 9/30/22 to 12/31/22 of ($61.5mm) with the change in available-for-sale securities from 9/30/22 to 12/31/22 of $27.2mm. Full year 2022 cash usage of $152.0mm is calculated by adding the change in available cash & cash equivalents from 12/31/21 to 12/31/22 of ($293.0mm) with the change in available-for-sale securities from 12/31/21 to 12/31/22 of $141.1mm. Available-for-sale securities are added to the cash balance when calculating cash usage given their short-term maturity and liquidity. 20#21OUTLOOK Full year 2023 outlook. A Net revenues • FY 2023 net revenues expected to grow to $62mm-$72mm, up ~15%-30% from 2022 ● ● Crypto activation timelines impacted by market headwinds Loyalty redemption activity facing pressure from macroeconomic environment Cash flow FY 2023 net cash used in operating activities expected to be ($100mm- $110mm), improving ~5%- 15% from 2022 ● FY 2023 free cash flow expected to be ($105mm)- ($115mm), improving ~25%- 30% from 2022 • Includes ~$13mm of ● acquisition related deal expenses and restructuring charge cash payment of ~$2.3mm-$2.7mm Note: Outlook estimates exclude the net revenues and expenses from Apex Crypto since the acquisition is subject to regulatory approval. Free Cash Flow is a non-GAAP financial measure. For more information, please refer to the Notes section in this presentation. @ ● ● Apex Crypto acquisition, which is subject to regulatory approval, expected to close in 1H23. We expect to provide financial outlook after the close As previously disclosed, we expect to recognize quarterly net losses during 2023 as our business continues to scale 21#22CLOSING REMARKS We remain disciplined and focused on the long-term growth of our company Focus on balancing disciplined capital allocation decisions towards select growth opportunities with prudent firmwide expense management A 2023 key priorities 1. Expand crypto platform - invest in custody, expand through Apex Crypto and drive crypto to utility 2. Activate and broaden partner network 3. Manage expenses and strategically allocate capital Focused on sustainable long-term growth • Continue to be proactive around an evolving regulatory landscape Investing through the cycle, disciplined capital allocation Strong balance sheet • Robust risk management 22#23Notes A#24NOTES Adjusted EBITDA Adjusted EBITDA is a non-GAAP financial measure, which we define as earnings before interest, income taxes, depreciation, amortization, acquisition-related expenses, share-based and unit-based compensation expense, goodwill and intangible assets impairments, restructuring charges, changes in the fair value of our warrant liability and certain other non-cash and/or non-recurring items that do not contribute directly to our evaluation of operating results and are not components of our core business operations. Adjusted EBITDA provides management with an understanding of earnings before the impact of investing and financing transactions and income taxes, and the effects of aforementioned items that do not reflect the ordinary earnings of our operations. This measure may be useful to an investor in evaluating our performance. Adjusted EBITDA is not a measure of our financial performance under GAAP and should not be considered as an alternative to net income (loss) or other performance measures derived in accordance with GAAP. Our definition of Adjusted EBITDA may not be comparable to similarly tied measures used by other companies. Non-GAAP financial measures like Adjusted EBITDA have limitations, should be considered as supplemental in nature and are not meant as a substitute for the related financial information prepared in accordance with GAAP. The non-GAAP financial measures should be considered alongside other financial performance measures, including net loss and our other financial results presented in accordance with GAAP. A 24#25NOTES Definitions Financial Combined: Represents the combination of Predecessor and Successor for the applicable period. This is a non-GAAP figure Predecessor: Represents the results of Bakkt Holdings, LLC prior to 10/15/21 Successor: Represents the results of Bakkt Holdings, Inc. from 10/15/21 onward A Operational Digital asset conversion volume: Dollar value of transaction volume across loyalty redemption, crypto buy/sell and gift card purchases Transacting accounts: Unique accounts that perform transactions on the Bakkt platform each month 25#26NOTES Balance sheet A Note: All financial data on this slide is unaudited. Smm's Assets Current assests Cash and cash equivalents Restricted cash Customer funds Available-for-sale securities Accounts receivable, net Prepaid insurance Safeguarding asset for cryptoassets Other current assets Total Current assets Property, equipment and software, net Goodwill Intangible assets, net Deposits with clearinghouse Other assets Total assets Liabilities and stockholders' equity Current liabilities Accounts payable and accrued liabilities Customer funds payable Deferred revenue, current Due to related party Safeguarding obligation for cryptoassets Other current liabilities Total current liabilities Deferred revenue, noncurrent Warrant liability Deferred tax liabilities, net Other noncurrent liabilities Total liabilities Stockholders' equity Class A common stock ($0.0001 par value, 750,000,000 shares authorized, 80,926,843 shares issued and outstanding as of 12/31/22 and 57,164,388 shares outstanding as of 12/31/21) Class V common stock ($0.0001 par value, 250,000,000 shares authorized, 183,482,777 shares issued and outstanding as of 12/31/22 and 206,271,792 shares outstanding as of 12/31/21) Additional paid-in capital Accumulated other comprehensive loss Accumulated deficit Total stockholders' equity Noncontrolling interest Total equity Total liabilities and stockholders' equity Successor As of 12/31/22 (unaudited) $98.3 16.5 0.6 141.1 25.3 22.8 15.8 6.1 326.5 19.7 18.3 55.8 15.2 22.5 $458.0 $66.8 0.6 4.0 1.2 15.8 3.8 92.1 3.1 0.8 23.4 119.4 773.0 (0.3) (675.7) 97.0 241.5 338.6 $458.0 As of 12/31/21 $391.4 16.5 0.6 18.1 32.2 48 463.5 6.1 1,527.1 388.5 15.2 13.9 $2,414.3 $64.1 0.6 4.6 0.6 3.7 73.6 4.8 17.4 11.6 12.7 120.1 566.8 (0.1) (98.3) 468.4 1,825.8 2,294.2 $2,414.3 26#27NOTES Statement of operations A $mm's Revenues: Net revenues¹ Operating expenses: Compensation and benefits Professional services Technology and communication Selling, general and administrative Acquisition-related expenses Depreciation and amortization Related party expenses (affiliate in Predecessor periods)² Goodwill and intangible assets impairments Impairment of long-lived assets Restructuring expenses Other operating expenses Total operating expenses Operating loss Interest income (expense), net Gain (loss) from change in fair value of warrant liability Other income (expense), net Loss before income taxes Income tax benefit (expense) Net loss Less: Net loss attributable to noncontrolling interest Net loss attributable to Bakkt Holdings, Inc. Net loss per share attributable to Class A common stockholders Basic Diluted 4Q22 $15.6 Successor 10/15/21 - 12/31/21 31.9 2.2 4.4 8.4 4.5 7.0 0.3 271.9 11.5 2.3 0.6 345.1 (329.5) 1.0 3.5 (1.5) (326.4) 2.5 (323.9) (227.4) $(96.5) $(1.22) $(1.24) $11.5 62.2 3.0 3.1 8.5 1.6 5.4 0.6 1.2 0.4 86.0 (74.5) FY22 $(0.81) $(0.81) $54.6 139.0 11.5 17.1 35.4 5.7 25.4 1.2 1,819.6 11.5 2.3 2.3 2,071.0 (2,016.4) 1.9 16.6 (0.9) (1,998.8) 11.3 (79.4) 0.8 (153.1) (11.8) (164.8) (1,987.5) (120.8) (1,410.1) $(44.0) $(577.4) $(8.11) $(8.11) Predecessor 10/1/21 - 10/14/21 Note: All financial data on this slide is unaudited. Basic and diluted loss per share is not presented for the Predecessor period due to lack of comparability with the Successor periods. ¹ Includes related party net revenues of $2, $71, and $42, as well as affiliate net revenues of $290 and $136, respectively 2 As a result of the VIH Business Combination, ICE and its affiliates are no longer our affiliates. $2.2 33.9 0.2 0.5 0.8 12.7 0.5 0.1 3.6 0.3 52.6 (50.4) (50.4) 0.8 (49.7) 1/1/2021 - 10/14/2021 $28.0 91.3 5.2 10.4 20.3 24.8 9.6 1.5 3.6 1.4 168.0 (140.1) (0.2) 0.5 (139.8) 0.6 (139.2) 27#28NOTES Adjusted EBITDA reconciliation. $mm's Net loss Depreciation and amortization Interest (income) expense, net Income tax (benefit) expense EBITDA Acquisition-related transaction costs Share-based and unit-based compensation expense (Gain) loss from change in fair value of warrant liability Goodwill and intangible assets impairments Impairment of long-lived assets Retructuring expenses Other¹ Adjusted EBITDA loss 4Q22 $(323.9) Non-GAAP 4.5 2.9 (3.5) 271.9 11.5 2.3 0.3 $(30.5) Successor 10/15/2021 - 3Q22 12/31/2021 $(164.8) 5.4 $(1,592.5) 7.0 6.4 (1.0) (0.6) (0.6) $(320.4) $(1,587.4) (2.5) 0.5 8.8 (0.4) 1,547.7 0.2 $(30.7) FY2022 $(1,987.5) 25.4 (1.9) 11.8 (11.3) $(147.7) $(1,975.3) 1.6 45.9 79.4 1.2 (0.9) $(20.5) 5.7 32.1 (16.6) 1,819.6 11.5 2.3 1.0 $(119.7) Predecessor 10/1/2021 - 1/1/2021- 10/14/2021 10/14/2021 $(139.2) $(49.7) 0.5 (0.8) $(49.9) 12.7 30.7 3.6 $(2.9) Note: All financial data on this slide in unaudited. Adjusted EBITDA is a non-GAAP financial measure. For more information, please refer to the Notes section in this presentation. ¹Other comprised of ICE transition services expense and cancellation of common units in the quarterly and annual 2021 and 2022 periods, as well as gain on extinguishment of software license liability in the quarterly and annual 2021 periods, and non-recurring bitcoin sale income in the annual 2021 period. 9.6 0.2 (0.6) $(130.0) 24.8 33.9 3.6 (1.0) $(68.7) 28#29NOTES Statement of cash flows A $mm's Cash flows from operating activities: Net loss Adjustments to reconcile net loss to net cash used in operating activities Depreciation and amortization Non-cash lease expense Share-based compensation expense Unit-based compensation expense Forfeiture and cancellation of common units Recognition of affiliate capital contribution Amortization of customer consideration asset Deferred income taxes Impairment of long-lived assets Goodwill and intangible assets impairments Loss on disposal of assets Loss on sale of shares of affiliate stock (Gain) loss from change in fair value of warrant liability (Gain) on extinguisment of software license liability Modification and vesting of Class C warrant Other Changes in operating assets and liabilities: Accounts receivable Prepaid insurance Deposits with clearinghouse Accounts payable and accrued liabilities Due to related party (affiliate in Predecessor period)(¹) Deferred revenue. Operating lease liabilities Customer funds payable Other assets and liabilities Net cash used in operating activities Cash flows from investing activities: Capitalized internal-use software development costs and other capital expenditures Purchase of available-for-sale securities Proceeds from the maturity of available-for-sale securities Interest earned on marketable securities Proceeds from disposal of assets Proceeds from sale of shares of affiliate stock Cash acquired through business combination Net cash provided by (used in) investing activities: Cash flows from financing activities: Payment of finance lease liability Repurchase of redeemed Class A common stock Repurchase and retirement of Class A common stock Payment of deferred underwriting fee Proceeds from the exercise of warrants Proceeds from PIPE, net of issuance costs Net cash provided by (used in) financing activities: Effect of exchange rate changes. Net increase (decrease) in cash, cash equivalents, restricted cash and customer funds Cash, cash equivalents, restricted cash and customer funds at the beginning of the period Cash, cash equivalents, restricted cash and customer funds at the end of the period Note: All financial data on this slide in unaudited. ¹ As a result of the VIH Business Combination, ICE and its affiliates are no longer our affiliates. Successor FY22 $(1,987.5) 25.4 2.7 31.6 0.6 (0.2) (11.6) 11.5 (1,819.6) 3.8 (16.6) 0.3 (7.2) 9.4 0.7 0.6 (2.4) 4.2 (2.8) (118.0) (30.5) (306.6) 165.2 0.4 (171.5) (2.6) (2.6) (0.9) (293.0) 408.4 $115.4 10/15/21 - 12/31/21 $(164.8) 5.4 0.2 1.0 44.9 (0.2) 11.7 1.2 79.4 (1.3) (0.1) (1.1) (31.1) (19.7) (1.7) 0.1 (7.3) (83.4) (3.6) 30.8 27.3 (0.4) (84.5) (7.3) 37.1 312.0 256.9 (0.3) 200.5 207.9 $408.4 Predecessor 1/1/21 - 10/14/21 $(139.2) 9.5 0.9 33.9 0.2 1.7 3.6 0.1 1.0 0.7 (6.6) (0.4) 20.2 23.3 0.5 1.0 (0.8) 0.3 (0.8) (50.9) (12.1) 1.8 (10.3) (0.1) (0.1) 0.2 (61.1) 91.9 $30.8 29#30NOTES Free cash flow reconciliation - Non-GAAP Free Cash Flow is a non-GAAP financial measure. Free Cash Flow is cash flow from operations adjusted for "capitalized internal use software development costs and other capital expenditures" and "interest income." We adjust for capitalized expenses associated with internally developed software for our technology platforms given they are a large component of our ongoing expense base given our position as a technology platform company. Information reconciling forward-looking Free Cash Flow to the comparable GAAP financial measure is unavailable to us without unreasonable effort. We are not able to provide a reconciliation of forward-looking Free Cash Flow to the comparable GAAP financial measure because certain items required for such reconciliations are outside of our control and/or cannot be reasonably predicted, such as timing of customer payments for account receivables and payment terms for operating expenses. Preparation of such reconciliations would require a forward-looking statement of income and statement of cash flow, prepared in accordance with GAAP, and such forward-looking financial statements are unavailable to us without unreasonable effort (as specified in the exception provided by Item 10(e)(1)(i)(B) of Regulation S-K). We provide a range for our Free Cash Flow forecast that we believe will be achieved, however we cannot accurately predict all the components of the Free Cash Flow calculation. We provide a Free Cash Flow because we believe that Free Cash Flow, when viewed with our results under GAAP, provides useful information for the reasons noted above. However, Free Cash Flow is not a measure of liquidity under GAAP and, accordingly, should not be considered as an alternative to net cash used in operating activities as an indicator of liquidity. A Smm's Net cash used in operating activities Capitalized internal-use software development costs and other capital expenditures Interest (income) expense, net Free cash flow Note: All financial data on this slide in unaudited. Free Cash Flow is a non-GAAP financial measure. Successor FY22 $(118.0) (30.5) (1.9) $(150.4) 10/15/21 12/31/21 $(83.4) (3.6) $(87.0) Predecessor 1/1/21- 10/14/21 $(50.9) (12.1) 0.2 $(62.8) 30