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

Rhea-AI Filing Summary

Bakkt Holdings, Inc. (BKKT) reported that its General Counsel and Secretary, Marc D'Annunzio, exercised 1,677 stock options on 11/12/2025 at an exercise price of $10 per share, acquiring the same number of Class A common shares. Following this transaction, he directly beneficially owns 119,113 shares of Class A common stock, including 50,229 shares subject to restricted stock unit and performance stock unit awards that must still vest.

The filing also shows 132,551 stock options remaining beneficially owned, with an exercise price of $10 and a structured schedule under which one-eighth of the options is tied to quarterly “Committed Options” and related “Optional Exercise Options,” subject to defined exercise periods, forfeiture conditions, and lock-up constraints on certain early-exercised shares.

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

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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).

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^*

D'Annunzio Marc

(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)

	Director		10% Owner
X	Officer (give title below)		Other (specify below)
	General Counsel & Secretary

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		1,677	A	$10	119,113(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
Stock Option (right to buy)	$10	11/12/2025		M			1,677	(2)(3)(4)	(2)(3)(4)	Class A Common Stock	1,677	$0	132,551	D

Explanation of Responses:

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

2. 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 3]

3. [Continued from footnote 2] 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 4]

4. [Continued from footnote 3] 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 Marc D'Annunzio	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.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.

FAQ

What insider transaction did Bakkt (BKKT) report in this Form 4?

The Form 4 reports that Marc D'Annunzio, Bakkt's General Counsel and Secretary, exercised 1,677 stock options on 11/12/2025 at an exercise price of $10 per share, receiving 1,677 Class A common shares.

How many Bakkt (BKKT) shares does the reporting person own after the transaction?

After the reported transaction, Marc D'Annunzio beneficially owns 119,113 shares of Bakkt Class A common stock, which includes 50,229 shares subject to restricted stock unit and performance stock unit awards that are still subject to vesting.

What stock options remain outstanding for the Bakkt (BKKT) insider?

The Form 4 shows that the reporting person continues to beneficially own 132,551 stock options with an exercise price of $10 per share, each option relating to one share of Bakkt Class A common stock under a detailed quarterly exercise structure.

How are the Bakkt (BKKT) options structured over time for this insider?

The options were granted with a schedule under which one-eighth of the options becomes exercisable each quarter as “Committed Options,” with an associated portion called “Optional Exercise Options” that, once triggered, may be exercisable for up to one year and are subject to specific exercise periods and potential forfeiture.

Are any of the Bakkt (BKKT) insider’s shares still subject to vesting conditions?

Yes. The beneficial ownership figure includes 50,229 shares of Class A common stock that are tied to restricted stock units and performance stock units, and these awards remain subject to vesting conditions.

Is there a lock-up period on certain Bakkt (BKKT) shares acquired through option exercises?

According to the footnotes, if the reporting person exercises certain Optional Exercise Options earlier than their originally scheduled quarter, the shares acquired from those early exercises are subject to a lock-up period and may not be sold or transferred until the originally scheduled exercise date.