BKKT Form 4: Insider Purchases and 1.6M Performance Units Disclosed

Rhea-AI Filing Summary

Insider purchases and equity awards at Bakkt Holdings, Inc. (BKKT) — The reporting person, Akshay Naheta (CEO and President and director), purchased a total of 180,000 shares in open-market transactions on 08/21/2025 and 08/22/2025 at weighted-average prices of $8.1815, $7.9973, and $8.5463, bringing his direct beneficial ownership to 191,426 Class A shares (including 11,426 RSUs).

The filing also discloses an inducement grant of 1,607,717 performance stock units (PSUs) exercisable for Class A shares, vesting over a three-year performance period beginning 03/21/2025 and contingent on achieving specified rolling 90-day VWAP stock-price targets, including a 100% increase above a $9.33 reference price for initial vesting.

Positive

• Insider purchases: The CEO acquired an aggregate of 180,000 Class A shares in open-market transactions, increasing direct ownership to 191,426 shares.
• Performance alignment: The 1,607,717 PSUs vest only upon achieving defined stock-price targets, linking potential compensation to shareholder-value performance.
• Time-based retention: 11,426 RSUs included in holdings vest on March 21, 2026, promoting retention through at least one year.

Negative

• Potential dilution: The large PSU grant of 1,607,717 shares could dilute existing shareholders if performance criteria are met and units convert to shares.
• High performance thresholds: Initial vesting requires a 100% appreciation above a $9.33 reference price measured by a rolling 90-day VWAP, creating uncertainty about actual realizable value.
• Incomplete context: The filing does not disclose total outstanding share count, so investors cannot quantify dilution as a percentage of the company’s equity from this form alone.

Insights

Financial Analyst

TL;DR: CEO bought 180,000 shares and received 1.6M PSUs; purchases signal alignment but PSUs add potential future dilution.

The open-market purchases increase the CEO's direct stake to 191,426 shares, including 11,426 RSUs that vest in March 2026. The inducement grant of 1,607,717 PSUs vests only if substantial stock-price appreciation (measured by rolling 90-day VWAP) is achieved over three years, with initial vesting tied to a 100% increase above $9.33. For investors, insider purchases may indicate confidence but the large PSU pool could dilute outstanding equity if performance hurdles are met.

Corporate Governance Expert

TL;DR: Transactions show management alignment via purchases and performance-based compensation, but governance should track dilution mechanics and vesting conditions.

The filing documents market purchases and time- and performance-conditioned awards. The RSUs and PSUs are standard for executive compensation; however, the PSU structure ties vesting to significant share-price milestones, delaying potential dilution until performance is demonstrated. Stakeholders should note the size of the PSU grant relative to current outstanding shares (explicit outstanding share count not provided in this filing).

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^*

Naheta Akshay Sudhir

(Last) (First) (Middle)

C/O BAKKT HOLDINGS, INC.

10000 AVALON BOULEVARD, SUITE 1000

(Street)

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
X	Officer (give title below)		Other (specify below)
	CEO and President

3. Date of Earliest Transaction (Month/Day/Year)
08/21/2025

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	08/21/2025		P		100,000(1)	A	$8.1815(1)	111,426(2)	D
Class A Common Stock	08/21/2025		P		50,000(3)	A	$7.9973(3)	161,426(2)	D
Class A Common Stock	08/22/2025		P		30,000(4)	A	$8.5463(4)	191,426(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	(5)							(6)(7)	03/21/2028	Class A Common Stock	1,607,717		1,607,717	D

Explanation of Responses:

1. The number of securities reported represents an aggregate number of shares purchased in multiple open market transactions over a range of purchase prices ranging from $8.04 to $8.41 per share. The price reported represents the weighted average price. The reporting person undertakes to provide to the staff of the SEC the number of shares purchased by the reporting person at each separate price within the ranges set forth in this footnote and in the other footnotes in this Form 4 indicating a weighted average price.

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. The number of securities reported represents an aggregate number of shares purchased in multiple open market transactions over a range of purchase prices ranging from $7.97 to $8.00 per share. The price reported represents the weighted average price. The reporting person undertakes to provide to the staff of the SEC the number of shares purchased by the reporting person at each separate price within the ranges set forth in this footnote and in the other footnotes in this Form 4 indicating a weighted average price.

4. The number of securities reported represents an aggregate number of shares purchased in multiple open market transactions over a range of purchase prices ranging from $7.985 to $8.70 per share. The price reported represents the weighted average price. The reporting person undertakes to provide to the staff of the SEC the number of shares purchased by the reporting person at each separate price within the ranges set forth in this footnote and in the other footnotes in this Form 4 indicating a weighted average price.

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.

	/s/ Marc D'Annunzio Attorney-in-Fact for Akshay Naheta	08/25/2025
	** 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 transactions did Akshay Naheta report on Form 4 for BKKT?

The report discloses open-market purchases of 100,000, 50,000, and 30,000 Class A shares on 08/21/2025 and 08/22/2025, and an inducement grant of 1,607,717 PSUs.

How many shares does the CEO beneficially own after these transactions?

The filing reports the reporting person beneficially owns 191,426 Class A shares, which includes 11,426 RSUs that vest on March 21, 2026.

What are the vesting conditions for the 1,607,717 PSUs?

PSUs vest over a three-year performance period beginning March 21, 2025, based on rolling 90-day VWAP stock-price targets; initial vesting requires a 100% increase above a $9.33 reference price.

At what prices were the open-market shares purchased?

The purchases occurred across price ranges with weighted-average prices reported as $8.1815, $7.9973, and $8.5463; specific per-trade prices will be provided to the SEC upon request as noted in the footnotes.

Do the reported RSUs and PSUs immediately increase outstanding shares?

No. The 11,426 RSUs are contingent until vesting on March 21, 2026, and the 1,607,717 PSUs vest only if performance and continued employment conditions are met; they do not convert to shares immediately.