Bakkt (BKKT) CEO reports 1.61M PSUs and new share exercise

Rhea-AI Filing Summary

Bakkt Holdings, Inc. (BKKT) reported insider equity activity by its CEO and President, Akshay Sudhir Naheta. On 11/12/2025, he exercised stock options and acquired 33,557 shares of Class A common stock at an exercise price of $10 per share, increasing his directly held position to 294,716 shares, which includes 11,426 restricted stock units scheduled to vest on March 21, 2026, subject to continued employment.

He also holds performance stock units covering 1,607,717 shares of Class A common stock. These PSUs may vest over a three-year performance period following March 21, 2025, based on the company’s stock price performance versus a $9.33 reference price, with specific tranches tied to 100% appreciation and additional 25% steps, and continued employment requirements. In addition, he holds options to purchase shares at $10 per share under a structure that commits him to exercise a portion each quarter over eight quarters, with detailed quarterly and lock-up conditions on early exercises.

Insights

Equity Compensation and Governance Analyst

CEO reports option exercise and large performance-based equity awards, creating meaningful potential dilution tied to future stock price hurdles.

The filing reports that the CEO and President of Bakkt Holdings, Inc. exercised 33,557 stock options at an exercise price of $10 per share on 11/12/2025, increasing direct beneficial ownership of Class A common stock to 294,716 shares, including 11,426 restricted stock units scheduled to vest on March 21, 2026. This shows active use of an existing option grant while retaining a significant equity position. The options exercised come from a larger option award, with 1,308,725 options remaining directly held.

The CEO also holds 1,607,717 performance stock units from an inducement grant. These PSUs can convert into Class A shares over a three-year period starting March 21, 2025, but only if the stock price, measured by a 90-day volume-weighted average price, at least doubles from a reference price of $9.33 and then meets additional 25% appreciation steps, up to eight further tranches. This structure delays and conditions share issuance on substantial price appreciation and continued employment, and no PSUs vest if the initial 100% appreciation hurdle is not met.

The option grant dated July 29, 2025, approved by shareholders on October 31, 2025, includes a commitment to exercise a portion each quarter over eight quarters at an exercise price of $10. If the committed portion in any quarter is not exercised, all remaining options are forfeited, and any optional portion exercised early is subject to a lock-up until the originally scheduled exercise date. Items to track over the next three years include actual quarterly exercises under this schedule, progress toward the PSU stock price hurdles through March 21, 2028, and the resulting pace of share issuance from both options and performance units.

Insider Trade Summary

33,557 shares exercised/converted

Mixed 3 txns

Insider Naheta Akshay Sudhir

Role CEO and President

Type	Security	Shares	Price	Value
Exercise	Stock Option (right to buy)	33,557	$0.00	--
Exercise	Class A Common Stock	33,557	$10.00	$336K
holding	Performance Units	--	--	--

Holdings After Transaction: Stock Option (right to buy) — 1,308,725 shares (Direct); Class A Common Stock — 294,716 shares (Direct); Performance Units — 1,607,717 shares (Direct)

Footnotes (1)

1. 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. These securities are an inducement grant of performance stock units ("PSUs"). Each PSU represents a contingent right to receive one share of the issuer's Class A Common Stock. 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 4] [Continued from footnote 3] 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. Represents 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 6] [Continued from footnote 5] 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 7] [Continued from footnote 6] 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.

Form 4 Insider Transactions: What Each Field Means →

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

OMB APPROVAL

OMB Number:			3235-0287
Estimated average burden
hours per response:			0.5

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

Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.

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)
11/12/2025

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

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	11/12/2025		M		33,557	A	$10	294,716(1)	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	(2)							(3)(4)	03/21/2028	Class A Common Stock	1,607,717		1,607,717	D
Stock Option (right to buy)	$10	11/12/2025		M			33,557	(5)(6)(7)	(5)(6)(7)	Class A Common Stock	33,557	$0	1,308,725	D

Explanation of Responses:

1. 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.

2. These securities are an inducement grant of performance stock units ("PSUs"). Each PSU represents a contingent right to receive one share of the issuer's Class A Common Stock.

3. 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 4]

4. [Continued from footnote 3] 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.

5. Represents 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 6]

6. [Continued from footnote 5] 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 7]

7. [Continued from footnote 6] 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.

	/s/ Paul Simmons Attorney-in-Fact for Akshay Sudhir Naheta	11/14/2025
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
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FAQ

What insider transaction did Bakkt (BKKT) report for its CEO on this Form 4?

The CEO and President, Akshay Sudhir Naheta, exercised stock options on 11/12/2025 to acquire 33,557 shares of Bakkt Class A common stock at an exercise price of $10 per share.

How many Bakkt (BKKT) shares does the CEO own after the reported transaction?

Following the transaction, the CEO beneficially owns 294,716 shares of Bakkt Class A common stock directly, which includes 11,426 restricted stock units scheduled to vest on March 21, 2026, subject to continued employment.

What performance stock units (PSUs) in Bakkt (BKKT) does the CEO hold?

The CEO holds performance stock units covering 1,607,717 shares of Class A common stock. These PSUs may vest over a three-year performance period starting after March 21, 2025, based on stock price performance.

How is vesting of Bakkt (BKKT) PSUs determined for the CEO?

Vesting is tied to the stock price measured on a rolling 90-day volume-weighted average price. If the stock price appreciates by 100% above the $9.33 reference price during the performance period, 535,909 PSUs vest, with additional tranches of 133,976 PSUs for each extra 25% appreciation, subject to continued employment.

What are the key terms of the Bakkt (BKKT) stock options held by the CEO?

The CEO holds options to purchase Bakkt Class A common stock at an exercise price of $10 per share. These options were granted on July 29, 2025, contingent on shareholder approval obtained on October 31, 2025, and are structured so that one-eighth becomes exercisable each quarter over eight quarters, with specific committed and optional exercise rules.

Are there lock-up or blackout-related conditions on the CEO’s Bakkt (BKKT) option exercises?

Yes. Each quarterly tranche has a two-day exercise period. If that falls in a blackout period, the exercise shifts to the next quarterly period. Portions exercised early under the optional feature are subject to a lock-up until the originally scheduled exercise date.