Form 4: Bakkt GC D'Annunzio Reports Stock, Option Transactions

Bakkt Holdings General Counsel Marc D'Annunzio reported the acquisition of Class A Common Stock and the grant of stock options following a corporate reorganization.

Summary

• Marc D'Annunzio, General Counsel & Secretary of Bakkt Holdings, Inc., reported changes in his beneficial ownership of company securities.
• On November 3, 2025, D'Annunzio acquired 48,188 shares of Class A Common Stock.
• Concurrently, 48,188 Bakkt Opco Units were disposed of as part of a corporate reorganization where Bakkt Holdings, Inc. became the parent holding company of Bakkt and OpCo.
• The reorganization involved an exchange of OpCo Incentive Units and paired shares of New Bakkt Class V Common Stock for Class A Common Stock, without altering proportionate economic interest.
• Following these transactions, D'Annunzio beneficially owns 117,436 shares of Class A Common Stock, which includes 50,229 shares subject to restricted stock units and performance stock units awards that remain subject to vesting.
• D'Annunzio was granted 134,228 stock options to purchase Class A Common Stock on July 29, 2025, contingent on shareholder approval obtained on October 31, 2025.
• These options have an exercise price of $10.00 per share, reflecting the fair market value on the grant date.
• The options include 'Committed Options' which become exercisable in one-eighth increments each quarter for eight quarters, with forfeiture of remaining options if not exercised quarterly.
• An 'Optional Exercise Option' portion of each quarterly tranche becomes exercisable for one year after the Committed Options are exercised.
• Early exercise of options is possible after the first quarter following stockholder approval, but shares acquired from Optional Exercise Options are subject to a lock-up period until the originally scheduled exercise date.

Sentiment

Score: 5

Explanation: The filing is a factual report of insider transactions and a corporate reorganization, which are neutral events in themselves. The grant of options and increased direct ownership can be viewed positively for aligning management interests.

Positives

• The grant of 134,228 stock options aligns the General Counsel's interests with shareholder value creation.
• Shareholder approval for the stock options on October 31, 2025, indicates good corporate governance and support for executive compensation plans.
• The acquisition of 48,188 shares of Class A Common Stock increases the General Counsel's direct equity stake in the company.

Risks

• The reporting person risks forfeiture of all remaining stock options if the 'Committed Options' are not exercised in any given quarter.
• Shares acquired through early exercise of 'Optional Exercise Options' are subject to a lock-up period, restricting immediate liquidity.

Future Outlook

The stock options granted to Marc D'Annunzio will become exercisable in quarterly tranches over eight quarters, with specific exercise periods and potential lock-up periods for shares acquired through early exercise. Failure to exercise 'Committed Options' in any quarter will result in forfeiture of remaining options.

Industry Context

This Form 4 filing details routine insider transactions related to executive compensation and a corporate reorganization. It does not provide information directly related to broader industry trends or competitive landscape.

Corporate Governance

Related Party Transactions

• The reported transactions involve the acquisition of company stock and options by a company officer (Marc D'Annunzio), which are standard related-party dealings for executive compensation.

Stakeholder Impact

• Shareholders may view the increased direct ownership and significant option grant to a key executive positively, as it aligns management's financial incentives with the company's performance.
• The corporate reorganization is stated not to have altered the proportionate economic interest of security holders, suggesting no direct negative impact on existing shareholders.

Next Steps

• Marc D'Annunzio will need to exercise 'Committed Options' quarterly over the next eight quarters to avoid forfeiture.
• The company will continue to process the vesting of 50,229 shares of Class A Common Stock subject to restricted stock units and performance stock units awards.

Key Dates

Keywords

Bakkt Holdings, BKKT, Form 4, Insider Transaction, Stock Options, Class A Common Stock, Executive Compensation, Corporate Reorganization, Beneficial Ownership