SCHEDULE: Bakkt Co-CEO Naheta's Stake Details Amid Reorganization

Akshay Sudhir Naheta's amended Schedule 13D filing details his 11.9% beneficial ownership in Bakkt Holdings, Inc. following a corporate reorganization and equity awards.

Summary

• Akshay Sudhir Naheta, Co-Chief Executive Officer of Bakkt Holdings, Inc., beneficially owns 3,199,732 shares of Class A Common Stock, representing 11.9% of the class.
• This amendment to a previous Schedule 13D is filed solely due to an increase in Bakkt's total outstanding shares, not new transactions by Mr. Naheta.
• A corporate reorganization on November 3, 2025, made Bakkt Holdings, Inc. the parent company of Old Bakkt and OpCo, without altering security holders' proportionate economic interests.
• Mr. Naheta received 69,733 shares of Class A Common Stock in exchange for his rights under a Tax Receivable Agreement (TRA), which was net-settled against a cash payment. The TRA discount rate was set at 18%.
• He was awarded options to purchase up to 1,342,282 shares at an exercise price of $10.00 per share, with 33,557 mandatory options exercised on November 10, 2025.
• Mr. Naheta purchased 180,000 shares of Old Bakkt Class A Common Stock in open market transactions on August 21-22, 2025, at weighted average prices ranging from $8.00 to $8.55 per share.
• As Co-CEO, he receives an annual base salary of $100,000 and was granted 1,607,717 performance-based restricted stock units (PSUs) and 11,426 service-based restricted stock units (RSUs).
• 803,861 of the PSUs have vested as of November 14, 2025, following an amendment to the vesting terms on November 13, 2025, allowing vesting upon achievement of performance conditions regardless of the one-year anniversary.
• A Cooperation Agreement grants Bakkt a Call Option to acquire DTR Equity (payment processing technology) from Mr. Naheta, or a Put Option for Mr. Naheta to sell DTR Equity to Bakkt, with consideration in Class A Common Stock representing 19.9% to 31.5% of Bakkt's common stock.

Sentiment

Score: 7

Explanation: The filing details significant equity alignment for the Co-CEO, strategic technology integration via DTR, and a clear path for future growth incentives. While potential dilution from DTR acquisition is noted, the overall strategic moves and management incentives appear positive for long-term value creation.

Positives

• Co-CEO Akshay Sudhir Naheta's significant beneficial ownership of 11.9% aligns his interests with shareholders.
• The amendment to PSU vesting terms allows for earlier vesting (803,861 PSUs vested as of November 14, 2025) upon achievement of performance conditions, potentially incentivizing management.
• The Cooperation Agreement with DTR provides Bakkt with exclusive payment processing technology, potentially enhancing its platform and global payment processing services.
• The Call Option and Put Option mechanisms for DTR Equity acquisition provide a structured path for Bakkt to integrate DTR's technology fully, with a clear valuation framework.
• Mr. Naheta's commitment not to engage in hedging or short sales of Bakkt's equity demonstrates long-term confidence.

Negatives

• The TRA Amendment set a discount rate of 18% for calculating TRA payments, which could be seen as a high discount rate depending on market conditions, potentially reducing the present value of future tax benefits for TRA holders.
• The stock option award to the Reporting Person involved no consideration received by Old Bakkt for the granting of the options, which could be viewed as dilutive or a cost to the company.
• The potential issuance of Class A Common Stock for the DTR Equity acquisition (19.9% to 31.5% of aggregate common stock) could lead to significant dilution for existing shareholders if the options are exercised.
• The termination fee of 3.0% of the DTR Value payable to the Reporting Person if the Put Option is terminated due to a superior change of control proposal represents a potential cost to the Issuer.

Risks

• The vesting of PSUs is contingent on the Issuer's stock price appreciating significantly (100% above $9.33, with additional tranches for further 25% appreciation), indicating a reliance on strong stock performance for management incentives.
• The Call Option and Put Option for DTR Equity are subject to various conditions, including regulatory and stockholder approvals, and the Issuer having terminated existing credit lines, which could delay or prevent the transactions.
• The valuation of DTR Equity and the Class A Common Stock for the Call/Put options relies on third-party valuations and volume-weighted average prices, which can fluctuate and introduce uncertainty.
• The potential for significant dilution from the issuance of Class A Common Stock for the DTR Equity acquisition (19.9% to 31.5% of aggregate common stock) could negatively impact existing shareholders.

Future Outlook

The filing indicates a strategic path for Bakkt to potentially acquire DTR's payment processing technology through Call or Put Options, which could significantly expand its global payment processing capabilities. The performance-based equity awards for the Co-CEO are tied to substantial stock price appreciation, suggesting an internal expectation for significant future growth.

Management Comments

• Members of Old Bakkt's management, including the Reporting Person, and Old Bakkt's Compensation Committee of its Board of Directors determined that it was in the best interests of Old Bakkt and its stockholders for certain members of management, including the Reporting Person, to similarly have the opportunity to invest in Old Bakkt and strengthen alignment with Old Bakkt's stockholders through increased stock ownership.

Industry Context

This filing highlights Bakkt's ongoing efforts to strengthen its leadership team and integrate advanced payment processing technologies, aligning with broader industry trends in digital payments and fintech. The focus on performance-based incentives for key executives is common in growth-oriented technology companies aiming for significant market capitalization increases. The potential acquisition of DTR's technology suggests an expansion strategy in global payments, a highly competitive and evolving sector.

Comparison to Industry Standards

• The 18% discount rate for TRA payments is a specific financial term; its alignment with industry standards would require comparison to similar TRA agreements in comparable companies.
• The equity incentive structure, particularly PSUs tied to 100% stock price appreciation and additional 25% tranches, is aggressive and indicative of a high-growth company's compensation strategy, often seen in early-stage tech or fintech firms aiming for rapid scale, similar to compensation plans at companies like Snowflake or Palantir.
• The potential dilution of 19.9% to 31.5% for the DTR acquisition is substantial and would need to be weighed against the strategic value of DTR's technology. This range is on the higher side for strategic acquisitions, often seen in situations where the acquired technology is critical and transformative, or where the target company has significant leverage, comparable to some SPAC mergers or large private company acquisitions by public entities.

Management Changes

Corporate Governance

Related Party Transactions

• Akshay Sudhir Naheta (Reporting Person and Co-CEO) entered into a TRA Amendment and Contribution Agreement with Old Bakkt and ICE, leading to the issuance of 69,733 shares of Class A Common Stock.
• Akshay Sudhir Naheta was granted stock options and PSUs/RSUs as part of his employment as Co-CEO.
• Akshay Sudhir Naheta, as the sole stockholder of DTR, entered into a Cooperation Agreement with Old Bakkt (now Issuer) for exclusive payment processing technology, including Call and Put Options for the Issuer to acquire DTR Equity from him.

Stakeholder Impact

• Shareholders: Potential for significant dilution if the DTR Equity acquisition occurs (19.9% to 31.5% of common stock). However, the strategic integration of DTR's technology could enhance long-term value. Alignment of Co-CEO's interests through substantial equity ownership and performance-based incentives.
• Customers: Potential for enhanced global payment processing services through the integration of DTR's technology.
• Creditors: The Call/Put Option for DTR Equity is subject to the Issuer having terminated any lines of credit and repaid indebtedness, which could impact creditors if such actions are required.

Next Steps

• Issuer to initiate processing payments using DTR's technology, triggering the Call Event Deadline.
• Issuer to potentially exercise the Call Option to acquire DTR Equity within 12 months of the Call Event Deadline.
• If Call Option not exercised, Issuer may have a Right of First Refusal (ROFR) for DTR Equity for two years.
• If cumulative payments processed by Issuer using DTR's technology exceed $2 billion in any 18-month period, the Reporting Person may exercise the Put Option to sell DTR Equity to the Issuer within three years.
• Reporting Person to continue exercising Mandatory Exercise Options quarterly for eight quarters.
• RSUs to vest 100% on the one-year anniversary of March 21, 2025.
• PSUs to continue vesting based on stock price appreciation metrics over a three-year performance period.

Key Dates

Recommendation

The filing primarily details beneficial ownership, executive compensation, and a strategic agreement for technology integration. While the Co-CEO's significant equity stake and performance incentives are positive for alignment, the potential for substantial dilution from the DTR acquisition warrants careful consideration. The strategic value of DTR's technology is clear, but the terms of acquisition and its impact on existing shareholders need to be fully realized. Without specific financial performance updates or clearer valuation metrics for DTR, a "hold" position is prudent to observe the execution of these strategic initiatives and their financial implications.

Keywords

Bakkt Holdings, BKKT, Schedule 13D, beneficial ownership, Akshay Sudhir Naheta, Co-CEO, stock options, PSUs, RSUs, reorganization, DTR, payment processing, corporate governance, equity awards, SEC filing, financial reporting, investment