D'Annunzio Marc 4

4 · Bakkt Holdings, Inc. · Filed Feb 18, 2025

Form 4

Period: 2025-02-13

General Counsel and Secretary

Transactions

Holdings

Footnotes (4)

[F1]These securities are performance stock units ("PSUs") resulting from attainment of performance goals. Each PSU represents a contingent right to receive one share of the issuer's Class A Common Stock. The PSUs shall vest in two equal annual installments on July 12, 2025 and July 12, 2026, provided that the reporting person continues to be employed by the issuer as of each vesting date.
[F2]Includes 32,983 shares of Class A Common Stock subject to restricted stock units and PSU awards that remain subject to vesting.
[F3]Represents incentive units of Bakkt Management LLC, which units are, subject to certain limitations, redeemable at the request of the reporting person in exchange for the indicated number of common units of Bakkt Opco Holdings, LLC "(Bakkt Opco Units") and an equal number of shares of the issuer's Class V Common Stock.
[F4]Pursuant to the terms of an Amended and Restated Exchange Agreement dated as of May 3, 2022, subject to certain conditions, Bakkt Opco Units together with an equal number of shares of the issuer's Class V Common Stock, are exchangeable by the reporting person for shares of the issuer's Class A Common Stock on a one-for-one basis.

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