Form 4: Bakkt CFO Reports Routine Stock Transaction for Tax

Bakkt Holdings CFO Karen Alexander reported a disposition of Class A Common Stock to cover tax obligations related to option exercises, alongside significant equity holdings.

Summary

• Karen Alexander, Chief Financial Officer of Bakkt Holdings, Inc. (BKKT), reported a transaction on November 14, 2025.
• 121 shares of Class A Common Stock were disposed of at a price of $21.61 per share.
• This disposition was made to satisfy tax withholding obligations in connection with the exercise of stock options on November 12, 2025.
• Following this transaction, Alexander beneficially owns 69,499 shares of Class A Common Stock.
• This beneficial ownership includes 50,229 shares subject to restricted stock units (RSUs) and performance stock units (PSUs) that remain subject to vesting.
• Alexander also holds stock options to purchase 26,511 shares of Class A Common Stock at an exercise price of $10.00 per share.
• These options were granted on July 29, 2025, contingent on shareholder approval, which was obtained on October 31, 2025.
• The options are structured with a commitment to exercise 1/8th of the total options each quarter for eight quarters, with an exercise price reflecting the fair market value on the grant date.

Sentiment

Score: 5

Explanation: The filing reports a routine insider transaction for tax withholding purposes, which is neutral in sentiment. It also details significant equity holdings and option grants, which are generally positive for executive alignment but do not indicate specific company performance.

Positives

• Significant beneficial ownership of 69,499 shares, demonstrating alignment with shareholder interests.
• Holding of 26,511 stock options at a $10.00 exercise price, indicating potential future upside if the stock price increases.
• The option grant structure encourages long-term commitment through quarterly exercise requirements over two years.

Negatives

• Disposition of 121 shares, although for tax purposes, reduces direct shareholding.

Risks

• Forfeiture of all remaining options if the committed options are not exercised in any given quarter.
• Shares acquired from optional exercise options will be subject to a lock-up period so that they may not be sold or transferred until the originally-scheduled exercise date.

Future Outlook

The reporting person is committed to exercising a predetermined number of stock options quarterly for eight quarters, with the potential for additional optional exercises. Shares acquired from optional exercises will be subject to a lock-up period until their originally scheduled exercise date.

Management Comments

• The disposition of shares was solely to satisfy tax withholding obligations in connection with the exercise of stock options.
• The stock options granted on July 29, 2025, are contingent on shareholder approval, which was obtained on October 31, 2025.
• The options require a commitment to exercise a predetermined number of options every quarter for eight quarters at an exercise price of $10.00 per share.

Industry Context

This Form 4 filing details a routine insider transaction related to equity compensation and tax obligations, which is common across publicly traded companies. It does not provide broader insights into Bakkt's operational performance or industry trends, but rather reflects an executive's personal equity management.

Corporate Governance

Stakeholder Impact

• Shareholders: Minor impact from the disposition of 121 shares for tax purposes. The executive's continued significant equity holdings and option grants align management incentives with shareholder value creation.
• Employees (specifically the CFO): The transaction reflects the standard process for managing equity compensation and tax obligations.

Next Steps

• Quarterly exercise of committed stock options over the next eight quarters.
• Potential exercise of optional exercise options within one year of becoming exercisable.
• Vesting of 50,229 restricted stock units and performance stock units.

Key Dates

Keywords

Bakkt Holdings, BKKT, Karen Alexander, CFO, SEC Form 4, Insider Transaction, Stock Options, Equity Compensation, Tax Withholding, Restricted Stock Units, Performance Stock Units