Bakkt (BKKT) Insider Update: Colleen B. Brown Receives 16.5K RSUs

Rhea-AI Filing Summary

Form 4 highlights: On 06/17/2025 Bakkt Holdings, Inc. (BKKT) director Colleen B. Brown received an equity award of 16,543 Class A restricted stock units (RSUs). The RSUs were granted at a cost basis of $0 and will vest 100% on 06/17/2026, contingent on continued service.
Following the grant, Ms. Brown’s total beneficial ownership increased to 31,499 Class A shares, of which the newly granted 16,543 shares remain subject to vesting.

No open-market purchase or sale occurred—this is a standard annual equity grant for a non-employee director, intended to align her interests with shareholders rather than signal a directional view on the stock. The filing discloses no derivative security transactions, option exercises, or dispositions.

For investors, the transaction is non-dilutive in the near term (shares are already reserved under the company’s equity plan) and reflects standard board compensation practice. It adds modest insider alignment but does not materially change share count, cash flows, or guidance.

Positive

• Increased insider alignment: RSU grant ties director compensation to future share performance, modestly aligning board and shareholder interests.

Negative

• None.

Insights

Financial Analyst

TL;DR: Routine director RSU grant; minimal financial impact, modest alignment benefit.

The 16,543-share RSU grant to Director Brown is consistent with Bakkt’s typical non-employee director compensation. It vests after one year, encouraging board continuity. No cash changes hands, and dilution is de minimis: 16.5k shares represent <0.01% of Bakkt’s ~285 million basic shares outstanding (FY-23 10-K). Therefore, valuation, liquidity, and earnings per share are essentially unchanged. Insider participation can be marginally positive from a governance perspective, but the filing offers no signal on operational performance or strategic direction.

Corporate Governance Expert

TL;DR: Standard one-year-vesting RSU aligns director incentives; governance-neutral overall.

The one-year cliff vest aligns with best-practice guidelines encouraging longer-term board engagement while staying within ISS-recommended grant sizes. Because the units settle into Class A shares, voting power impact is negligible relative to Bakkt’s dual-class structure dominated by Class V founders’ stock. No 10b5-1 plan is indicated, implying discretionary grant by the compensation committee. Investors should view this as a routine corporate governance step rather than a material development.

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^*

BROWN COLLEEN B

(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)	31,499(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.

	/s/ Marc D'Annunzio Attorney-in-Fact for Colleen B Brown	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.
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FAQ

How many Bakkt (BKKT) shares did Director Colleen B. Brown acquire?

She received 16,543 restricted stock units, each convertible into one Class A share upon vesting.

What is the vesting schedule for the granted RSUs?

The RSUs vest 100% on 06/17/2026, subject to the director’s continued service.

What is Colleen B. Brown’s total beneficial ownership after the transaction?

She now beneficially owns 31,499 Class A shares, including unvested RSUs.

Did the Form 4 report any open-market purchases or sales?

No. The filing only discloses an equity award; no shares were bought or sold in the market.

Is this transaction expected to meaningfully dilute existing Bakkt shareholders?

No. The 16.5k shares are immaterial relative to Bakkt’s total shares outstanding and are part of its approved equity plan.