[Form 4/A] Bakkt Holdings, Inc. Amended Insider Trading Activity

Rhea-AI Filing Summary

Bakkt Holdings, Inc. (BKKT) CEO and President Akshay Naheta reported the vesting of 803,861 performance stock units into Class A Common Stock on November 14, 2025 at a price of $0 per share. Following this transaction, he beneficially owned 1,098,577 shares of Class A Common Stock, which includes 11,426 restricted stock units scheduled to vest on March 21, 2026, subject to continued employment.

The filing also notes an inducement grant of performance stock units tied to stock price performance relative to a $9.33 reference price, with 803,861 of these units vesting after stock price conditions were met. In addition, Naheta holds stock options covering 1,308,725 shares of Class A Common Stock at an exercise price of $10 per share, structured in quarterly tranches with specific exercise and forfeiture mechanics.

SEC Form 4

FORM 4

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

1. Name and Address of Reporting Person^*

Naheta Akshay Sudhir

(Last) (First) (Middle)

C/O BAKKT HOLDINGS, INC.

1 LIBERTY ST FL 3 STE 305-306

(Street)

NEW YORK NY 10006

(City) (State) (Zip)

2. Issuer Name and Ticker or Trading Symbol
Bakkt Holdings, Inc. [ BKKT ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

X	Director		10% Owner
X	Officer (give title below)		Other (specify below)
	CEO and President

3. Date of Earliest Transaction (Month/Day/Year)
11/14/2025

4. If Amendment, Date of Original Filed (Month/Day/Year)
11/18/2025

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
			Code	V	Amount	(A) or (D)	Price
Class A Common Stock	11/14/2025		M		803,861(1)	A	$0	1,098,577(2)	D

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares
Performance Units	(3)	11/14/2025		M			803,861	(4)(5)	03/21/2028	Class A Common Stock	803,861	$0	803,856	D
Stock Option (right to buy)	$10							(6)(7)(8)	(6)(7)(8)	Class A Common Stock	1,308,725		1,308,725	D

Explanation of Responses:

1. 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.

2. 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.

3. 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.

4. 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]

5. [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.

6. 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]

7. [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]

8. [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.

	s/ Marc D'Annunzio Attorney-in-Fact for Akshay Sudhir Naheta	11/18/2025
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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FAQ

What insider transaction did Bakkt (BKKT) CEO Akshay Naheta report?

Akshay Naheta reported the vesting of 803,861 performance stock units, which converted into the same number of shares of Bakkt Class A Common Stock on November 14, 2025 at a price of $0 per share.

How many Bakkt (BKKT) shares does Akshay Naheta beneficially own after this transaction?

After the reported transaction, Akshay Naheta beneficially owned 1,098,577 shares of Bakkt Class A Common Stock, including 11,426 restricted stock units.

What are the key terms of Akshay Naheta’s performance stock units at Bakkt (BKKT)?

The performance stock units are an inducement grant, each representing a right to one share of Class A Common Stock. Vesting depends on Bakkt’s stock price performance over a three-year period following March 21, 2025, measured against a $9.33 reference price using a rolling 90-day VWAP.

What performance conditions triggered the vesting of 803,861 PSUs at Bakkt (BKKT)?

A total of 535,909 PSUs vest if Bakkt’s stock price, based on a rolling 90-day VWAP, appreciates by 100% above $9.33 during the performance period. Additional tranches of 133,976 PSUs can vest for each extra 25% appreciation, with 803,861 PSUs having vested on November 14, 2025.

What stock option grant does Akshay Naheta hold in Bakkt (BKKT)?

Akshay Naheta holds stock options to purchase 1,308,725 shares of Bakkt Class A Common Stock at an exercise price of $10 per share. These options were granted on July 29, 2025, became effective after shareholder approval on October 31, 2025, and are structured in eight quarterly tranches with specific exercise and forfeiture rules.

When do Akshay Naheta’s restricted stock units in Bakkt (BKKT) vest?

The filing states that 11,426 restricted stock units held by Akshay Naheta will vest on March 21, 2026, provided he remains employed by Bakkt through that date.

What is notable about the exercise mechanics of Akshay Naheta’s Bakkt (BKKT) options?

The options include a commitment to exercise a set number of options each quarter for eight quarters. If any quarter’s committed options are not exercised, all remaining options are forfeited. Portions exercised as “Optional Exercise Options” can be exercised earlier but resulting shares are subject to a lock-up until the originally scheduled exercise date.