Akshay Naheta - Apr 21, 2025 Form 4 Insider Report for Bakkt Holdings, Inc. (BKKT)

Role: Co-CEO, Director
Signature: /s/ Marc D'Annunzio Attorney-in-Fact for Akshay Naheta
Stock symbol: BKKT
Transactions as of: Apr 21, 2025
Transactions value $: $0
Form type: 4
Date filed: 4/23/2025, 06:16 PM
Previous filing: Mar 24, 2025
SEC: View on sec.gov

Transactions Table

Type	Sym	Class	Transaction	Value $	Shares	Change %	* Price $	Shares After	Date	Ownership	Footnotes
transaction	BKKT	Class A Common Stock	Award	$0	+11.4K		$0.00	11.4K	Apr 21, 2025	Direct	F1

Derivative Securities (e.g., puts, calls, warrants, options, convertible securities)

Type	Sym	Class	Transaction	Value $	Shares	Change %	* Price $	Shares After	Date	Underlying Class	Amount	Exercise Price	Ownership	Footnotes
transaction	BKKT	Performance Units	Award	$0	+1.61M		$0.00	1.61M	Apr 21, 2025	Class A Common Stock	1.61M		Direct	F2, F3, F4

* An asterisk sign (*) next to the price indicates that the price is likely invalid.

Explanation of Responses:

Id	Content
F1	These securities are an inducement grant of 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.
F2	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.
F3	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 PSUswill 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 4]
F4	[Continued from footnote 3] 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 atleast 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.