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.
Positive
- None.
Negative
- None.
Insights
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.
Insider Trade Summary
| Type | Security | Shares | Price | Value |
|---|---|---|---|---|
| Sale | Class A Common Stock | 785 | $10.0947 | $8K |
| holding | Stock Option (right to buy) | -- | -- | -- |
Footnotes (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. The sales were effectuated pursuant to a Rule 10b5-1 trading plan adopted by the reporting person on 09/10/2025. 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. 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] [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] [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.
