Marc D'Annunzio - 31 Oct 2025 Form 4 Insider Report for Bakkt Holdings, Inc. (BKKT)

Footnote F1

On November 3, 2025, pursuant to a reorganization (the "Reorganization"), Bakkt Holdings, Inc. (formerly Bakkt NewCo Holdings, Inc.) became the successor of Bakkt Intermediate Holdings, Inc (formerly Bakkt Holdings, Inc.)("Bakkt") pursuant to merger transactions, in which a subsidiary of Bakkt Holdings, Inc. merged with and into Bakkt Intermediate Holdings, Inc. with Bakkt Intermediate Holdings, Inc. surviving and, immediately following such merger, a subsidiary of Bakkt Holdings, Inc. merged with and into Bakkt OpCo Holdings LLC ("OpCo"), a subsidiary of Bakkt Holdings Intermediate, Inc., with OpCo surviving. The mergers resulted in the Issuer becoming the parent holding company of Bakkt and OpCo, but did not alter the proportionate economic interest of security holders.

Footnote F2

In accordance with the terms of the OpCo Merger Agreement (as defined in the Form 8-K12B filed by the Issuer on November 3, 2025 (the "8-K")), each membership unit of Bakkt Management, LLC (the "Management Vehicle") outstanding immediately prior to the closing of the Reorganization was exchanged for a corresponding OpCo Incentive Unit (as defined in the 8-K) granted under the Second Amended and Restated Bakkt Equity Incentive Plan, as amended, held by the Management Vehicle, together with the paired share of New Bakkt Class V Common Stock (as defined in the 8-K). Each OpCo Incentive Unit and paired share of New Bakkt Class V Common Stock outstanding immediately prior to the closing of the Reorganization was then exchanged for one validly issued, fully paid, and nonassessable share of Class A Common Stock.

Footnote F3

Includes 50,229 shares of Class A Common Stock subject to restricted stock units and performance stock units awards that remain subject to vesting.

Footnote F4

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 5]

Footnote F5

[Continued from footnote 4] 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 6]

Footnote F6

[Continued from footnote 5] 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.