Akshay Sudhir Naheta - 14 Nov 2025 Form 4 Insider Report for Bakkt Holdings, Inc. (BKKT)

Signature
s/ Marc D'Annunzio Attorney-in-Fact for Akshay Sudhir Naheta
Issuer symbol
BKKT
Transactions as of
14 Nov 2025
Transactions value $
$0
Form type
4
Date filed
18 Nov 2025, 20:15
Previous filing
14 Nov 2025

Reporting Owners (1)

Name Relationship Address Signature Signature date CIK
Naheta Akshay Sudhir CEO and President, Director C/O BAKKT HOLDINGS, INC., 1 LIBERTY ST FL 3 STE 305-306, NEW YORK s/ Marc D'Annunzio Attorney-in-Fact for Akshay Sudhir Naheta 2025-11-18 0002062543
This filing has been restated, see here for the amended filing

Transactions Table

Type Sym Class Transaction Value $ Shares Change % * Price $ Shares After Date Ownership Footnotes
transaction BKKT Class A Common Stock Options Exercise $0 +804K +272.76% $0.00 1.1M 14 Nov 2025 Direct F1, F2

Derivative Securities (e.g., puts, calls, warrants, options, convertible securities)

Type Sym Class Transaction Value $ Shares Change % * Price $ Shares After Date Underlying Class Amount Exercise Price Ownership Footnotes
transaction BKKT Performance Units Options Exercise $0 -804K -50% $0.00 804K 14 Nov 2025 Class A Common Stock 804K Direct F3, F4, F5
holding BKKT Stock Option (right to buy) 1.31M 14 Nov 2025 Class A Common Stock 1.31M $10.00 Direct F6, F7, F8
* An asterisk sign (*) next to the price indicates that the price is likely invalid.

Explanation of Responses:

Id Content
F1 The reported transaction reflects the vesting of performance stock units ("PSUs") upon the determination that the applicable performance conditions were satisfied.
F2 Includes 11,426 restricted stock units ("RSUs"). Each RSU represents a contingent right to receive one share of the issuer's Class A Common Stock. The RSUs will vest on March 21, 2026, subject to the reporting person's continued employment with the issuer as of the vesting date.
F3 These securities are an inducement grant of PSUs. Each PSU represents a contingent right to receive one share of the issuer's Class A Common Stock.
F4 The PSUs shall be eligible to vest over a three-year performance period following March 21, 2025 (the "Vesting Commencement Date") based on attainment of certain stock price metrics as provided below (the "Performance Period"). A total of 535,909 of the total PSUs will vest, subject to the reporting person's continued employment with the issuer through such vesting date, if the issuer's stock price (measured based on a rolling 90-day volume-weighted average price "VWAP") appreciates at any point during the Performance Period by100% above $9.33 per share (the "Reference Price"). [Continued to footnote 5]
F5 [Continued from footnote 4] For each additional 25% of stock price appreciation (measured based on a rolling 90-day VWAP) above the Reference Price during the Performance Period, limited to a maximum of eight (8) additional vesting tranches, an additional 133,976PSUs will vest, subject to the reporting person's continued employment with the issuer through such vesting date. No PSUs will vest in the event that the issuer's stock price (measured based on a rolling 90-day VWAP) does not appreciate above the Reference Price by at least 100% during the Performance Period. Any PSUs that satisfy the above vesting conditions prior to the first anniversary of the Vesting Commencement Date will not vest unless and until the first anniversary of the Vesting Commencement Date.
F6 Represent stock options to purchase shares of the issuer's Class A Common Stock ("Options") granted on July 29, 2025, contingent on the issuer's shareholder approval, which was obtained on October 31, 2025. The Options are a commitment by the grantee to exercise a predetermined number of Options every quarter for eight quarters (the "Committed Options") at an exercise price per share equal to $10,00, which reflects the fair market value of a share of Class A Common Stock on the grant date. If the reporting person does not exercise the Committed Options in any quarter, then all remaining Options are forfeited. One-eighth of the Options will become exercisable each quarter (each, a "Quarterly Tranche"). [Continued to footnote 7]
F7 [Continued from footnote 6] The Committed Options will be exercisable over a two-day period in the applicable quarter (the "Exercise Period"); provided that if the Exercise Period for a Quarterly Tranche occurs during a blackout period, then such Exercise Period shall instead be the next quarterly Exercise Period. If the reporting person exercises the Committed Option portion, the remainder of that Quarterly Tranche (the "Optional Exercise Options") will become exercisable for a period of one year. The Optional Exercise Option portion of any Quarterly Tranche will expire at the end of such one-year period. [Continued to footnote 8]
F8 [Continued from footnote 7] Notwithstanding the foregoing exercise schedule, following the first quarter after stockholder approval of the Options, any portion of the Options may be exercised earlier than the applicable quarter, provided that shares of Class A Common Stock acquired on exercise of the Optional Exercise Options will be subject to a lock-up period so that the shares acquired on exercise may not be sold or transferred until the originally-scheduled exercise date.