Bakkt (BKKT) counsel logs small 10b5-1 share sale, retains large equity stake

Rhea-AI Filing Summary

Bakkt, Inc. General Counsel and Secretary Marc D'Annunzio reported an open-market sale of 785 shares of Class A common stock on February 24, 2026 at a weighted-average price of $10.0947 per share. After this sale, he directly owned 117,833 shares, including 50,229 shares subject to restricted and performance stock units that still need to vest.

The sale was carried out under a pre-established Rule 10b5-1 trading plan adopted on September 10, 2025. Separately, he held stock options covering 132,551 shares, granted on July 29, 2025, which become exercisable in quarterly tranches over eight quarters with complex exercise and forfeiture conditions.

Insights

Equity compensation and governance analyst

Planned, small insider sale under 10b5-1 plan; thesis impact neutral.

The filing shows Bakkt General Counsel Marc D'Annunzio sold 785 Class A shares at a weighted-average price of $10.0947 on February 24, 2026. The sale occurred under a Rule 10b5-1 trading plan adopted on September 10, 2025, indicating it was pre-scheduled rather than opportunistic.

After the transaction, he still held 117,833 shares, including 50,229 tied to unvested restricted and performance stock units, plus options over 132,551 shares granted in July 2025. The option award has a structured eight-quarter exercise schedule with forfeiture if committed portions are not exercised, and lock-up limits on some early exercises.

Because the share sale is small relative to his remaining equity exposure and is executed under a preset plan, it does not materially change typical governance or alignment assessments. Future company filings describing vesting, option exercises, or amendments to the 10b5-1 plan would provide additional context on his ongoing equity exposure.

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).

X

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^*

D'Annunzio Marc

(Last) (First) (Middle)

C/O BAKKT, 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, Inc. [ BKKT ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

	Director		10% Owner
X	Officer (give title below)		Other (specify below)
	General Counsel and Secretary

3. Date of Earliest Transaction (Month/Day/Year)
02/24/2026

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)	02/24/2026		S		785(2)	D	$10.0947(3)	117,833(1)	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							(4)(5)(6)	(4)(5)(6)	Class A Common Stock	132,551		132,551	D

Explanation of Responses:

1. Includes 50,229 shares of Class A Common Stock subject to restricted stock units and performance stock units awards that remain subject to vesting.

2. The sales were effectuated pursuant to a Rule 10b5-1 trading plan adopted by the reporting person on 09/10/2025.

3. Represents a weighted-average price. These shares were sold in multiple transactions at prices ranging from $10.0114 to $10.1200, inclusive. For all transactions reported in this Form 4 utilizing a weighted-average price, the reporting person will provide to the issuer, any security holder of the issuer, or the SEC staff, upon request, information regarding the number of shares sold at each price within the range.

4. 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 Mr. D'Annunzio 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 5]

5. [Continued from footnote 4] 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 Mr. D'Annunzio 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 6]

6. [Continued from footnote 5] Notwithstanding the foregoing exercise schedule, following the first quarter following 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/ Marc D'Annunzio	02/27/2026
	** Signature of Reporting Person	Date
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FAQ

What did Bakkt (BKKT) insider Marc D'Annunzio report in this Form 4?

Marc D'Annunzio reported selling 785 shares of Bakkt Class A common stock in an open-market transaction. The weighted-average sale price was about $10.0947 per share, and the trade occurred on February 24, 2026 under a pre-established 10b5-1 plan.

How many Bakkt (BKKT) shares does Marc D'Annunzio hold after the reported sale?

After the sale, Marc D'Annunzio directly owned 117,833 Bakkt Class A shares. This total includes 50,229 shares tied to restricted stock units and performance stock units that still need to vest before they become fully owned and transferable.

Was the Bakkt (BKKT) insider sale by Marc D'Annunzio pre-planned?

Yes. The filing states the sales were executed under a Rule 10b5-1 trading plan adopted by Marc D'Annunzio on September 10, 2025. Such plans are preset trading arrangements designed to systematically sell shares over time.

What price did Marc D'Annunzio receive for his Bakkt (BKKT) share sale?

The Form 4 reports a weighted-average sale price of $10.0947 per share. Footnotes explain that shares were sold in multiple trades at prices ranging from $10.0114 to $10.1200, with detailed trade breakdowns available on request.

What stock options related to Bakkt (BKKT) does Marc D'Annunzio have?

He held options covering 132,551 Bakkt Class A shares granted on July 29, 2025, after shareholder approval on October 31, 2025. These options are exercisable in eight quarterly tranches at an exercise price of $10.00 per share, subject to strict exercise and forfeiture rules.

How do Marc D'Annunzio’s restricted and performance stock units in Bakkt (BKKT) work?

The filing notes that 50,229 of his Bakkt Class A shares are subject to restricted and performance stock unit awards. These units require future vesting based on time or performance conditions before fully becoming regular, unrestricted common shares.