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

Footnote F1

The reported transaction reflects the vesting of performance stock units ("PSUs") upon the determination that the applicable performance conditions were satisfied. This amount represents a corresponding number of shares of the issuer's Class A Common Stock.

Footnote 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.

Footnote 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.

Footnote F4

The PSUs are 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 by 100% above $9.33 per share (the "Reference Price"). [Continued to footnote 5]

Footnote 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 133,976 PSUs could vest, subject to the reporting person's continued employment with the issuer through such vesting date. 803,861 of these PSUs vested on November 14, 2025. No PSUs would have vested in the event that the issuer's stock price (measured based on a rolling 90-day VWAP) did not appreciate above the Reference Price by at least 100% during the Performance Period.

Footnote 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]

Footnote 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]

Footnote 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. On November 12, 2025, the reporting person previously exercised his Committed Options for the first Quarterly Tranche in full, comprising 33,557 Options.