Bakkt COO reports option-related share withholding and 53K options

Rhea-AI Filing Summary

Bakkt Holdings, Inc. (BKKT) reported an insider equity transaction by its Chief Operating Officer, Nicholas Baes. On 11/14/2025, 198 shares of Class A common stock were withheld by the company at a price of $21.61 per share to cover tax obligations arising from an option exercise. Following this, Baes beneficially owned 105,945 shares of Class A common stock, including 96,143 shares subject to restricted stock units that are still vesting.

Baes also holds stock options covering 53,020 shares of Class A common stock at a $10 exercise price. These options were granted on 07/29/2025, became effective after shareholder approval on 10/31/2025, and are structured to become exercisable in eight quarterly tranches, with a required committed portion each quarter and additional optional portions subject to specific exercise periods and lock-up terms.

Insider Trade Summary

2 transactions reported

Mixed 2 txns

Insider Baes Nicholas

Role Chief Operating Officer

Type	Security	Shares	Price	Value
Tax Withholding	Class A Common Stock	198	$21.61	$4K
holding	Stock Option (right to buy)	--	--	--

Holdings After Transaction: Class A Common Stock — 105,945 shares (Direct); Stock Option (right to buy) — 53,020 shares (Direct)

Footnotes (1)

1. In connection with the exercising of Options on November 12, 2025, the issuer withheld Class A Common Stock that would otherwise have been issued to the reporting person to satisfy such person's tax withholding obligations. The number of shares withheld was determined based on the closing price per share of Class A Common Stock on November 12, 2025. Includes 96,143 shares of Class A Common Stock subject to restricted stock units that remain subject to vesting. 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 each quarter (each, a "Quarterly Tranche"). [Continued to footnote 4] [Continued from footnote 3] 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 5] [Continued from footnote 4] 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.

Form 4 Insider Transactions: What Each Field Means →

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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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^*

Baes Nicholas

(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)
	Chief Operating Officer

3. Date of Earliest Transaction (Month/Day/Year)
11/14/2025

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	11/14/2025		F		198(1)	D	$21.61(1)	105,945(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
Stock Option (right to buy)	$10							(3)(4)(5)	(3)(4)(5)	Class A Common Stock	53,020		53,020	D

Explanation of Responses:

1. In connection with the exercising of Options on November 12, 2025, the issuer withheld Class A Common Stock that would otherwise have been issued to the reporting person to satisfy such person's tax withholding obligations. The number of shares withheld was determined based on the closing price per share of Class A Common Stock on November 12, 2025.

2. Includes 96,143 shares of Class A Common Stock subject to restricted stock units that remain subject to vesting.

3. 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 each quarter (each, a "Quarterly Tranche"). [Continued to footnote 4]

4. [Continued from footnote 3] 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 5]

5. [Continued from footnote 4] 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 Nicholas Baes	11/18/2025
	** 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).
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FAQ

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

The Chief Operating Officer, Nicholas Baes, had 198 shares of Bakkt Class A common stock withheld on 11/14/2025 to satisfy tax withholding obligations related to an option exercise.

How many Bakkt (BKKT) shares does the COO beneficially own after this transaction?

After the transaction, Nicholas Baes beneficially owned 105,945 shares of Bakkt Class A common stock, including 96,143 shares subject to restricted stock units that remain subject to vesting.

At what price were the shares withheld for taxes in the Bakkt COO Form 4?

The 198 shares of Class A common stock were withheld at a price of $21.61 per share, based on the closing price on 11/12/2025.

What stock options does the Bakkt (BKKT) COO hold according to this filing?

Nicholas Baes holds stock options covering 53,020 shares of Bakkt Class A common stock with an exercise price of $10 per share, all held directly.

When were the Bakkt COO stock options approved and how do they vest?

The options were granted on 07/29/2025 and became effective after shareholder approval on 10/31/2025. One-eighth of the 53,020 options becomes exercisable each quarter over eight quarters, with a required committed portion and additional optional portions subject to specific exercise periods.

Are there any special lock-up or blackout provisions on the Bakkt COO options?

Yes. If an exercise period falls during a blackout, it shifts to the next quarterly exercise window. Shares acquired from certain optional exercises are subject to a lock-up so they cannot be sold or transferred until the originally scheduled exercise date.