BKKT insider update: CEO buys 69,733 shares; 1.61M PSUs, $10 options

Rhea-AI Filing Summary

Bakkt Holdings (BKKT) reported insider activity by its CEO and President. On 11/03/2025, he acquired 69,733 shares of Class A common stock at $39.34, tied to a reorganization and contribution structure using the NYSE “Minimum Price.” Following this, he beneficially owned 261,159 shares.

The filing lists 11,426 RSUs included in that total, scheduled to vest on March 21, 2026. It also discloses 1,607,717 performance stock units eligible to vest over a three-year period from March 21, 2025, with 535,909 PSUs vesting if the 90‑day VWAP rises by 100% above $9.33, plus up to eight additional tranches of 133,976 PSUs for each further 25% increase.

Additionally, he holds stock options to purchase 1,342,282 shares at an exercise price of $10, granted on July 29, 2025 and approved on October 31, 2025, with required quarterly exercises across eight quarters and forfeiture if a quarter is missed.

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)
10/31/2025

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(1)	11/03/2025		A(2)		69,733	A	$39.34(3)	261,159(4)	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	(5)							(6)(7)	03/21/2028	Class A Common Stock	1,607,717		1,607,717	D
Stock Option (right to buy)	$10	10/31/2025		A		1,342,282		(8)(9)	(8)(9)	Class A Common Stock	1,342,282	$0	1,342,282	D

Explanation of Responses:

1. 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.

2. Pursuant to the TRA Amendment and the Contribution Agreement, as amended (both defined in the Form 8-K12B filed by the Issuer on November 3, 2025 (the "8-K")), the reporting person agreed that he would, at closing of the Reorganization, (i) contribute his rights under the TRA (defined in the 8-K) to the Issuer in exchange for a cash payment from the Issuer equal to the respective amount to which the reporting person would otherwise be entitled under the TRA and (ii) contribute such cash to the Issuer in exchange for shares of Class A Common Stock ("Shares"), and further agreed that the obligations of the reporting person, on the one hand, and the Issuer, on the other hand, to transfer the foregoing cash amounts will be net-settled and offset against one another.

3. Pursuant to the Contribution Agreement, as amended, the price at which the reporting person received Shares in exchange for his contribution was determined based on the "Minimum Price," as defined in NYSE Rule 312.04(h).

4. 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.

5. 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.

6. 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 7]

7. [Continued from footnote 6] 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.

8. 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 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. [Continued to footnote 9]

9. [Continued from footnote 8] 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. 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	11/04/2025
	** 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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** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
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FAQ

What did Bakkt (BKKT) disclose in this Form 4?

The CEO and President reported acquiring 69,733 shares on 11/03/2025 and updated equity awards including PSUs, RSUs, and options.

How many shares did the BKKT CEO acquire and at what price?

He acquired 69,733 shares at $39.34 on 11/03/2025.

What is the CEO’s beneficial ownership after the transaction?

Beneficial ownership after the transaction is 261,159 shares, which includes 11,426 RSUs.

What are the terms of the performance stock units (PSUs)?

There are 1,607,717 PSUs over a three-year period from March 21, 2025; 535,909 vest if the 90‑day VWAP rises 100% above $9.33, with up to eight tranches of 133,976 for each additional 25% increase.

When do the RSUs vest?

The 11,426 RSUs vest on March 21, 2026, subject to continued employment.

What stock options were reported and at what exercise price?

Options to buy 1,342,282 shares at $10 per share, granted July 29, 2025 and approved October 31, 2025, with quarterly exercises across eight quarters.

What reorganization context was noted?

On 11/03/2025, a reorganization made the issuer the parent holding company; the filing states proportionate economic interests were not altered.