Form 4: Bakkt General Counsel's Equity Transaction for Tax

Bakkt Holdings' General Counsel, Marc D'Annunzio, reported a disposition of 495 Class A Common Stock shares to cover tax obligations related to option exercises.

Summary

• Marc D'Annunzio, General Counsel & Secretary of Bakkt Holdings, Inc. (BKKT), reported a transaction on November 14, 2025.
• 495 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.
• Following this transaction, D'Annunzio beneficially owns 118,618 shares of Class A Common Stock, which includes 50,229 shares subject to restricted stock units and performance stock units that remain unvested.
• D'Annunzio also holds 132,551 stock options to purchase Class A Common Stock with 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 vest and become exercisable in eight quarterly tranches, with specific conditions for exercising 'Committed Options' and 'Optional Exercise Options'.

Sentiment

Score: 5

Explanation: The filing reports a routine insider transaction for tax withholding purposes, which is a neutral event. It reflects the ongoing management of equity compensation rather than a discretionary sale or a significant operational update.

Positives

• The General Counsel holds a significant number of shares (118,618) and stock options (132,551), indicating alignment with shareholder interests.
• The stock options were granted at an exercise price of $10.00, which was the fair market value on the grant date, suggesting a performance incentive.
• Shareholder approval for the options was obtained on October 31, 2025, demonstrating good corporate governance.

Negatives

• A disposition of shares occurred, though it was for tax withholding purposes rather than a discretionary sale.

Risks

• If the reporting person does not exercise the 'Committed Options' in any quarter, all remaining options are forfeited.
• Shares acquired from early exercise of 'Optional Exercise Options' are subject to a lock-up period until their originally scheduled exercise date, limiting immediate liquidity.

Future Outlook

The reporting person's stock options are structured to vest in eight quarterly tranches, with specific exercise periods for 'Committed Options' and 'Optional Exercise Options' extending over two years. Early exercise of 'Optional Exercise Options' is possible but subject to a lock-up period until the originally scheduled exercise date.

Management Comments

• The issuer withheld Class A Common Stock that would otherwise have been issued to the reporting person to satisfy such person's tax withholding obligations.
• The Options are a commitment by the grantee to exercise a predetermined number of Options every quarter for eight quarters.
• If the reporting person does not exercise the Committed Options in any quarter, then all remaining Options are forfeited.

Industry Context

This Form 4 filing details a routine insider transaction for tax purposes, common in executive compensation structures involving equity awards. It does not provide broader industry insights but reflects standard practices for managing equity compensation.

Corporate Governance

Stakeholder Impact

• Shareholders: Minor impact as it's a routine tax-related disposition, not a discretionary sale. The executive's continued significant equity holdings align interests.
• Employees: No direct impact mentioned.

Next Steps

• Quarterly exercise periods for 'Committed Options' over the next eight quarters.
• Vesting of remaining restricted stock units and performance stock units.
• Potential exercise of 'Optional Exercise Options' within one year of their respective 'Committed Option' exercise.

Key Dates

Keywords

Bakkt Holdings, BKKT, Form 4, Insider Trading, Stock Options, Equity Compensation, Tax Withholding, Marc D'Annunzio, General Counsel, Restricted Stock Units, Performance Stock Units