BKKT Form 4: De'Ana Dow Adds 16.5K Shares via RSU Grant

Rhea-AI Filing Summary

Form 4 filing overview – Bakkt Holdings, Inc. (BKKT)

On 17 June 2025, director De'Ana Dow received an equity award consisting of 16,543 restricted stock units (RSUs) of Bakkt’s Class A common stock. Each RSU converts into one share once vested. The grant price is listed as $0, consistent with typical director compensation awards.

Following the award, Dow’s reported beneficial ownership rose to 39,271 shares, which the filing clarifies already includes the granted RSUs that remain unvested. According to the accompanying footnote, 100 % of the RSUs will vest on 17 June 2026, provided the director continues service through that date.

Key take-aways for investors

• No shares were sold; the transaction strictly increases insider exposure.
• The single-year vesting schedule suggests the grant primarily serves as an annual retainer rather than a long-term, performance-contingent incentive.
• This is a routine equity compensation event for a non-executive director and does not alter the company’s capital structure in a material way.

Because the transaction is small relative to Bakkt’s total shares outstanding and involves no cash outlay or sale of stock, the filing is considered neutral from a market-moving standpoint. It does, however, modestly align the director’s interests with those of shareholders by increasing her ownership stake.

Positive

• Director’s beneficial ownership increases, modestly aligning interests with shareholders.

Negative

• None.

Insights

Financial Analyst

TL;DR: Routine RSU grant to director; raises insider holdings, minimal market impact.

The Form 4 shows Director De'Ana Dow accepted 16,543 RSUs, bringing total beneficial ownership to 39,271 shares. The award vests fully in one year, indicating standard board compensation rather than a strategic retention tool. No shares were sold and no derivative instruments were exercised. From a valuation viewpoint, the extra shares are immaterial to Bakkt’s float and have no cash flow implications. The transaction marginally improves governance alignment by boosting insider skin-in-the-game but offers no signal on operational outlook.

Corporate Governance Specialist

TL;DR: Standard director equity grant; solidifies alignment, governance-neutral.

This RSU award follows common board practice: one-year cliff vesting contingent on continued service. The absence of performance conditions limits its incentive power, but at Bakkt’s current share price it represents a reasonable, non-excessive compensation element. No red flags around Rule 10b5-1 are noted, and the attorney-in-fact signature date (20 June 2025) meets Section 16 timing requirements. Overall governance impact is neutral; investors should view this as routine maintenance rather than a strategic action.

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
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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^*

Dow De'Ana

(Last) (First) (Middle)

C/O BAKKT HOLDINGS, INC.

10000 AVALON BOULEVARD, SUITE 1000

(Street)

ALPHARETTA GA 30009

(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
	Officer (give title below)		Other (specify below)

3. Date of Earliest Transaction (Month/Day/Year)
06/17/2025

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	06/17/2025		A		16,543(1)	A	$0(1)	39,271(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

Explanation of Responses:

1. These securities are restricted stock units ("RSUs"). Each RSU represents a contingent right to receive one share of the issuer's Class A Common Stock. 100% of the RSUs shall vest on June 17, 2026, provided that the reporting person continues to provide service to the issuer through such date.

2. Includes 16,543 shares of Class A Common Stock subject to RSUs that remain subject to vesting.

	Marc D'Annunzio Attorney-in-Fact for De'Ana Dow	06/20/2025
	** 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

How many Bakkt (BKKT) shares did Director De'Ana Dow acquire?

The Form 4 reports an award of 16,543 RSUs, each representing one share of Class A common stock.

What is the vesting schedule for the new RSUs granted to De'Ana Dow?

100 % of the RSUs vest on 17 June 2026, contingent on continued service.

What is De'Ana Dow’s total beneficial ownership after the transaction?

After the grant, she beneficially owns 39,271 Bakkt shares, including unvested RSUs.

Did the director sell any Bakkt shares in this filing?

No. The filing only shows an acquisition via RSU grant; no shares were sold or disposed of.

Was any cash paid for the shares reported in this Form 4?

No. The RSUs were granted at $0 per unit as part of standard director compensation.