DEF 14A of Bakkt, Inc., Apr 30, 2026

DEF 14A of Bakkt, Inc.

Filed Apr 30, 2026 · FY20250001628280-26-029018

Open on EDGAR

  1. Proposal One: Election of Class II Directors

    Proposal One: Election of Class II Directors The Company’s Board currently consists of six directors and is divided into three classes with staggered three-year terms. At the 2026 Annual Meeting, two Class II directors, Michael Alfred and Lyn Alden, will be nominated for election for a three-year term to succeed the same class whose term is then expiring. Each director’s term continues until the expiration of the term for which such director was elected and until such director’s successor is elected and qualified or until such director’s earlier death, resignation or removal. Nominees for Election as Directors. The Board unanimously adopted a resolution proposing the nominees set forth below for election as Directors of the Company for the next year.

  2. Proposal One: Election of Class II Directors

    | Nominees for directors this year are: | | | | | | Michael Alfred | Lyn Alden |

  3. Proposal One: Election of Class II Directors

    If elected, each of Mr. Alfred and Ms. Alden will serve as a Class II director until the 2029 annual meeting of stockholders and until his or her respective successor is elected and qualified or until his or her earlier death, resignation or removal. For more information concerning the nominees, please see the section titled “Board of Directors and Corporate Governance.” Mr. Alfred and Ms. Alden have each agreed to serve as a director if elected, and management has no reason to believe that he or she will be unavailable to serve. In the event a nominee is unable or declines to serve as a director at the time of the 2026 Annual Meeting, proxies will be voted for any nominee designated by the present board of directors to fill the vacancy.

  4. Proposal One: Election of Class II Directors

    | | OUR BOARD UNANIMOUSLY RECOMMENDS A VOTE “FOR” EACH OF THE NOMINEES LISTED BELOW. |

  5. Proposal One: Election of Class II Directors

    With regard to Proposal One, votes may be cast “FOR,” “AGAINST” or “ABSTAIN” for each director nominee. Because directors are elected by a plurality vote, abstentions from voting and broker non-votes, if any, will have no effect on the outcome of the election of directors. If a quorum is present at the meeting, the nominees receiving the highest number of “FOR” votes will be elected.

  6. Director Nominees

    Director Nominees

  7. Director Nominees

    | Michael Alfred Director | Mike Alfred has served on the Board of Bakkt Holdings Inc (NYSE: BKKT) since September 2025. Mr. Alfred is a private investor, advisor, and board member. He is the Founder & Managing Partner of Alpine Fox LP, a private investment partnership focused on value equities and Bitcoin. Previously, he served as the Chief Executive Officer of Digital Assets Data, Inc., a financial technology and data company building enterprise-grade software and data feeds for the digital asset ecosystem, from when he co-founded the company in January 2018 through its sale to NYDIG in November 2020. In addition to his investing activities, Mr. Alfred has advised the Chief Executive Officer of Amenify, a real estate technology company, since 2020 and has built a track record as a principal investor across the technology and consumer sectors. He currently serves on the boards of Crestone Group, LLC, a national artisan bakery; Eaglebrook Advisors, a digital asset management platform for financial advisors; IREN (NASDAQ: IREN), a next-generation AI and Bitcoin data center developer; and Wealthie Inc., a home equity management platform. Mr. Alfred holds a Bachelor of Arts degree in History from Stanford University and brings to the Bakkt Board extensive experience with digital assets and technology companies, complemented by a strong background in investment management and scaling growth businesses. | | Age: 45 Serves on: Compensation Committee | |

  8. Director Nominees

    | Lyn Alden Director | Madelyn Alden Schwartzer aka Lyn Alden is a Member of the Bakkt Board of Directors, joining in October 2025. In 2022, Ms. Alden collaborated with venture firm Ego Death Capital, serving as general partner. Previously, she founded the research firm Lyn Alden Investment Strategy in 2016, providing investment research for retail and institutional investors. Ms. Alden began pursuing her investing career concurrently with her career as an Engineer from 2009-2021, culminating in her role as Head Engineer and System Integrator at the Federal Aviation Administration’s Cockpit Simulation Facility. In 2022, Ms. Alden collaborated with venture firm Ego Death Capital, serving as general partner." makes it sound like a one-year thing. That is still an active position for me. I would suggest something like: "Since 2022, Ms. Alden has collaborated with venture firm Ego Death Capital, serving as general partner. Her work is frequently featured in publications including the Wall Street Journal, the Financial Times, and other prestigious media outlets." makes it sound like I write articles that get published in those papers. Instead, my quotes or content have been cited by journalists in their articles. I would suggest something like: "Her work is frequently cited in publications including the Wall Street Journal, the Financial Times, and other prestigious media outlets. Additionally, Ms. Alden is a best-selling author, having written 2023’s “Broken Money”, examining how new technologies have shaped monetary trends. Her work is frequently featured in publications including the Wall Street Journal, the Financial Times, and other prestigious media outlets. Ms. Alden has a Bachelor of Science in Electrical Engineering from Penn State and a Master of Engineering Management from Rowan University. | | Age: 38 Serves on: Audit and Risk Committee | |

  9. Continuing Directors

    Continuing Directors

  10. Continuing Directors

    | Sean Collins Chair of the Board | Sean Collin has been a member of our Board since December, 2018. Mr. Collins is the co-founder and Managing Partner of Goldfinch Partners, with over twenty years of experience investing, advising, operating and building companies focused on digital transformation. Mr. Collins invests across industry verticals, including in enterprise software companies and fintechs. Prior to Goldfinch, Mr. Collins was the co-founder and Chief Investment Officer of Boston Consulting Group (“BCG”) Digital Ventures, partnering with global leaders to help build new digital business units and new companies. In 2017, he was elected the youngest Senior Partner in the history of BCG. Prior to BCG Digital Ventures, Mr. Collins held various roles including Senior Vice President of Marketing, E-Commerce and Strategy at Sports Authority, Inc.; before this, Mr. Collins was served as a member of the Market Practice at McKinsey & Company. Mr. Collins holds a BA in Economics and Music (Classical Piano) from Whitman College. | | Age: 45 Serves on: Nominating Committee - Chair Audit and Risk Committee | |

  11. Continuing Directors

    | Akshay Naheta Chief Executive Officer & Director | Akshay Naheta has been a member of our board since March 2025.Previously, Mr. Naheta founded Distributed Technologies Research (DTR) in January 2023, focused on building next-generation financial infrastructure focused on programmable finance for businesses and consumers globally. Prior to the founding of DTR, from January 2017 to January 2022 Akshay held various executive roles at SoftBank Group, serving as Senior Vice President, Investments, reporting directly SoftBank founder and CEO, Masayoshi Son. Mr. Naheta was instrumental in overseeing several of the firm’s most significant technology investments, including ARM, Auto1, and Nvidia. In 2011, Akshay founded Knight Assets & Co., an investment management firm specializing in arbitrage and value-oriented strategies. He began his professional career at Deutsche Bank AG, where he served from 2005 to 2010, ultimately holding the position of Head of Principal Strategies. In this role, he was responsible for managing proprietary trading and structured transactions across multiple asset classes globally. He holds a Master of Science in Electrical Engineering and Computer Science from the Massachusetts Institute of Technology and a Bachelor of Science (with highest honors) in Electrical Engineering from the University of Illinois at Urbana-Champaign. | | Age: 44 | |

  12. Continuing Directors

    | Colleen Brown Director | Colleen B. Brown is a seasoned public company CEO and six-time corporate director recognized for guiding organizations through transformation, disruption, and growth. She currently serves on the boards of TrueBlue, Inc. (NYSE: TBI), where she chairs the Nominating and Governance Committee; Port Blakely Companies, where she chairs the Audit Committee and recently chaired the Special Committee guiding Big 5 Sporting Goods (NASDAQ: BGFV) through its successful 2025 sale. A former CEO of Fisher Communications (NASDAQ: FSCI) and Spark Networks (NYSE: LOV), Brown brings deep expertise in M&A, digital innovation, workforce transformation, and narrative control during crisis. She is Vice Chair at PANARCHY.io, a Strategic Advisor to Smith Goffman Partners, and a Commissioner on NACD’s 2025 Blue Ribbon Commission on the Board-CEO Relationship and a 2025 NACD Top 100 Director. She is an Aspen Institute Henry Crown Fellow and a frequent speaker and author. Colleen is known for helping boards and CEOs navigate inflection points with clarity, resilience, and long-term value creation. | | Age: 45 Serves on: Audit and Risk Committee - Chair Compensation Committee - Chair Nominating Committee | |

  13. Continuing Directors

    | Richard Galvin Director | Richard Galvin has been a member of our Board since November 2025. Mr. Glavin is the Co-Founder, Executive Chairman and Chief Investment Officer of Digital Asset Capital Management, a specialist institutional investment manager focused on digital assets since 2017. Mr. Galvin has more than 20 years of experience working in senior investment banking roles. From 2010 to 2016, he was the Head of Equity & Derivative Capital Markets, Australia & New Zealand at J.P. Morgan, and from 1996 to 2010, he was the Executive Director, Co-Head of Telecommunications, Media & Technology Investment Banking (Australia) at Goldman Sachs JBWere. Mr. Galvin has a unique background crossing over blue-chip traditional finance and digital assets. Mr. Galvin holds a Bachelor of Commerce in Economics from Monash University (Melbourne, Australia) and a Graduate Diploma in Applied Finance and Investment from the Australian Securities Institute. | | Age: 45 Serves on: Audit and Risk Committee | |

  14. Considerations in Evaluating Director Nominees

    Considerations in Evaluating Director Nominees Our Nominating Committee uses a variety of methods for identifying and evaluating potential director nominees. In its evaluation of director candidates, including the current directors eligible for re-election, our Nominating Committee will consider the current size and composition of our Board and the needs of our Board and the respective committees of our Board and other director qualifications. While our board has not established formal qualifications for board members, some of the factors that our Nominating Committee considers in assessing director nominee qualifications include issues of character, professional ethics and integrity, judgment, relevant business experience, as well as other individual qualities and attributes that contribute to the total mix of viewpoints and experience represented on our board. If our Nominating Committee determines that an additional or replacement director is required, then it may take such measures as it considers appropriate in connection with its evaluation of a director candidate, including candidate interviews, inquiry of the person or persons making the recommendation or nomination, engagement of an outside search firm to gather additional information, or reliance on the knowledge of the members of the committee, board or management. The Nominating Committee also thoroughly reviews experience and skills of our Board, as well as the qualification of new potential director candidates, identifying opportunities to expand the collective knowledge base of our Board. After completing its review and evaluation of director candidates, our Nominating Committee recommends to our full Board the director nominees for selection. Our Nominating Committee has discretion to decide which individuals to recommend for nomination as directors and our Board has the final authority in determining the selection of director candidates for nomination to our board.

  15. Director Compensation Non-Employee Director Compensation Program

    Director Compensation Non-Employee Director Compensation Program Directors who are also employees of the Company receive no separate compensation from the Company for their service as members of the Board. For 2025, the Company maintained our outside director compensation program, as adopted in October 2021 (the “Outside Director Compensation Program”), to provide a base retainer for each non-employee director with higher base retainers for service by the Board Chair and committee leadership and membership. Pursuant to the Outside Director Compensation Program, we may allow non-employee directors to elect to receive all or a portion of the annual cash retainer fees in the form of RSUs. Additionally, the Outside Director Compensation Program provides that each non-employee director, serving on the Board as of the date of the 2026 Annual Meeting, will receive an annual equity award of restricted stock units (“RSUs”) granted pursuant to the Company’s 2021 Omnibus Incentive Plan (the “2021 Plan”), with a grant date value of $200,000, granted on the date of the 2026 Annual Meeting and vesting on the one-year anniversary of such grant date. Any newly-appointed non-employee directors not joining at the time of the 2026 Annual Meeting, will receive a prorated award based on the date on which they commence their services on the Board. All compensation payable under the Outside Director Compensation Program is expected to be subject to any limits on the maximum amount of non-employee director compensation as set forth in the 2021 Plan. The Outside Director Compensation Program provides for the following cash compensation program for our non-employee directors:

  16. Director Compensation Non-Employee Director Compensation Program

    | Board of Directors (1)(2) | 2025 Annual Retainer | | All non-employee directors | $50,000 | | Non-executive Chair of the Board | $100,000 | | Audit Committee: | | | Chair | $25,000 | | Member | $10,000 | | Compensation Committee: | | | Chair | $20,000 | | Member | $7,500 | | Nominating Committee: | | | Chair | $12,000 | | Member | $5,000 |

  17. Director Compensation Non-Employee Director Compensation Program

    (1) Each non-employee director who serves as a committee chair will receive the cash retainer fee as the chair of the committee, but not the cash retainer fee as a member of that committee, except that a non-employee director who serves as the non-executive chair of our Board will receive the annual cash fee for services provided in such role as well as the annual cash fee as a non-employee director. (2) Our Board or the Compensation Committee also may approve compensation, if any, for service on any special committee or other ad hoc committee formed from time to time. Total compensation in the amount of $250,000 was paid to members of the special committees of our Board established in connection with their strategic review of the Company in 2025.

  18. Director Compensation for Fiscal 2025

    Director Compensation for Fiscal 2025 The following table sets forth information regarding the total compensation awarded to, earned by or paid to our non-employee directors for their service on our Board, for the fiscal year ended December 31, 2025. During the majority of fiscal 2025, Messrs. Naheta and Main both served as Co-Chief Executive Officers of the Company, and in such capacity they both served on the Board; however, they did not receive compensation in respect of their services as a directors and were otherwise compensated for their services as employees. See “Executive Compensation” and the Summary Compensation Table for additional information regarding Messrs. Naheta and Main’s compensation. The following table sets forth the total compensation paid to our non-employee directors in fiscal 2025. Mr. Naheta and Mr. Main’s compensation is set forth in the discussion of Executive Compensation and in the Summary Compensation Table.

  19. Director Compensation for Fiscal 2025

    | Name | Fees Paid or Earned in Cash ($) | Stock Awards ($)(1) | Total ($) | | Sean Collins | $150,000 | $365,000 (10) | $434,083 | | Colleen Brown | $136,532 | $200,000 | $336,532 | | Michael Alfred (2) | $— | $404,891(10) | $404,891 | | Lyn Alden (3) | $— | $180,338(10) | $180,338 | | Richard Galvin (4) | $— | $157,434(10) | $157,434 | | Michelle J. Goldberg(5) | $200,000 | $200,000 | $400,000 | | Jill Simone(6) | $192,125 | $200,000 | $392,125 | | David Clifton (7) | $— | $— | $— | | De’Ana Dow (8) | $69,083 | $200,000 | $269,083 | | Gordon Watson (9) | $— | $250,000(10) | $250,000 | | Andrew A Main (11) | $— | $— | $— |

  20. Director Compensation for Fiscal 2025

    (1) The amounts in this column represent the aggregate grant date fair value of restricted stock unit awards granted to each non-employee director, computed in accordance with FASB ASC Topic 718. See Note 13—Share-Based and Unit-Based Compensation to our audited consolidated financial statements included elsewhere in the Form 10-K for the year ended December 31, 2025 for a discussion of the assumptions made by us in determining the grant-date fair value of our RSU awards to non-employee directors. (2) Mr. Alfred was appointed to serve as a Class II director on September 17, 2025. (3) Ms. Alden was appointed to serve as a Class II director on October 19, 2025. (4) Mr. Galvin was appointed to serve as a Class I director on November 8, 2025. (5) Ms. Goldberg resigned as a member of our Board on November 8, 2025. (6) Ms. Simone resigned as a member of our Board on November 7, 2025. (7) Mr. Clifton resigned as a member of our Board on October 31, 2025. (8) Includes $26,250 cash compensation for Ms. Dow’s service on the board of directors of Bakkt Trust. Ms. Dow resigned as a member of our Board on September 17, 2025. (9) Mr. Watson resigned as a member of our Board on August 8, 2025, effective as of August 11, 2025. Upon Mr. Watson’s resignation from the Board, and in recognition of his service during the current annual director compensation cycle, a pro rata portion of Mr. Watson’s unvested RSUs granted in respect of the current annual director compensation cycle vested upon his separation date based on the number of days he served as a director during that cycle. (10) This amount includes restricted stock units granted in lieu of cash retainer fees earned in 2025 at the election of the director. (11) Mr. Main resigned as Co-Chief Executive Officer and President of the Company, and as a member of our Board, effective August 11, 2025. In connection with Mr. Main’s departure, the Company and Mr. Main mutually agreed to terminate Mr. Main’s Executive Employment Agreement with the Company (the “Employment Agreement”), and entered into a release agreement (the “Release Agreement”), pursuant to which Mr. Main is entitled to receive the severance payments and benefits that he would otherwise be afforded upon an involuntary termination by the Company without “Cause”, as set forth in Section 9(a) of the Employment Agreement, subject to Mr. Main’s execution and non-revocation of a general release of claims against the Company (the “Severance Benefits”). The Severance Benefits consist of: (A) a lump sum cash payment of $1,500,000, less applicable withholdings, which represents the sum of (i) two times Mr. Main’s base salary, (ii) Mr. Main’s target bonus, and (iii) the cash equivalent of 12 months’ of group health COBRA premiums; and (B) full accelerated vesting of Mr. Main’s unvested restricted stock units (“RSUs”) and any unvested performance-based restricted stock units (“PRSUs”) for which actual performance achievement has already been certified as of the Separation Date, and (ii) Mr. Main’s unvested PRSUs will remain outstanding and eligible to vest based on actual performance achieved after completion of the performance period in accordance with the terms of such grants. The following table lists all outstanding equity awards held by non-employee directors as of December 31, 2025:

  21. Director Compensation for Fiscal 2025

    | Name | Number of Shares Underlying Outstanding Stock Awards(1) | | Sean Collins | 30,191 | | Colleen Brown | 16,543 | | Michael Alfred (2) | 28,476 | | Lyn Alden (3) | 4,809 | | Richard Galvin (4) | 6,654 | | De’Ana Dow (5) | — | | Michelle J. Goldberg (6) | — | | Jill Simone (7) | — | | Gordon Watson (8) | — | | David Clifton (9) | — | | Andrew A. Main (10) | — |

  22. Director Compensation for Fiscal 2025

    (1)The RSUs shall vest in full on May 31, 2027. (2)Mr. Alfred was appointed to serve as a Class II director on September 17, 2025, filling the vacancy created by Ms. Dow’s resignation. (3)Ms. Alden was appointed to serve as a Class II director on October 19, 2025. (4)Mr. Galvin was appointed to serve as a Class I director on November 8, 2025. (5) [Includes [•] RSUs granted for Ms. Dow’s service on the board of directors of [Bakkt Trust].] Ms. Dow resigned as a member of our Board on September 17, 2025. Includes award of 11,364 restricted stock units granted for service on the board of directors of Bakkt Trust. (6)Ms. Goldberg resigned as a member of our Board on November 8, 2025. (7)Ms. Simeone resigned as a member of our Board on November 7, 2025. (8) Mr. Watson resigned as a member of our Board on August 8, 2025, effective as of August 11, 2025. Upon Mr. Watson’s resignation from the Board, and in recognition of his service during the current annual director compensation cycle, a pro rata portion of Mr. Watson’s unvested RSUs granted in respect of the current annual director compensation cycle vested upon his separation date based on the number of days he served as a director during that cycle. (9)Mr. Clifton resigned as a member of our Board on October 31, 2025. (10)Mr. Main resigned as a member of our Board on August 11, 2025.

  23. Role of Compensation Consultant

    Role of Compensation Consultant In 2025, Bakkt management also engaged Mercer, an external compensation consultant to advise the Compensation Committee on compensation matters, including: •providing information on competitive market discretionary pay practices for senior executives and the organization as a whole; •reviewing and providing input into, Bakkt’s incentive compensation approach across the company; •reviewing and analyzing non-employee director compensation; and •providing support on other ad hoc compensation matters throughout the year.

  24. Equity-based Compensation

    Equity-based Compensation The Company maintains the 2021 Plan, pursuant to which it has granted RSUs to certain executive officers. In fiscal 2025, the Company granted RSUs on March 20th, to Karen Alexander and Marc D’Annunzio. In fiscal 2025, in connection with Mr. Naheta’s appointment as Co-Chief Executive Officer, Mr. Naheta was granted (i) 1,607,717 performance-based RSUs (“PSUs”) and (2) 11,426 RSUs (together, the “Naheta Inducement Grant”). Though the Naheta Inducement Grant was granted pursuant to NYSE Listing Rule 303A.08 and without stockholder approval, it is subject to the terms of the 2021 Plan as if granted thereunder. In fiscal 2025, the Compensation Committee further approved and adopted an award of stock options to select members of management (the “Option Program”), which Option Program was subject to and received stockholder approval. Options granted pursuant to the Option Program (the “Options”) are structured as a commitment by the grantee to exercise a predetermined number of Options every quarter for eight quarters (that committed number of Options, the “Committed Options”) at an exercise price per share equal to $10.00. If a grantee does not exercise the Committed Options in any given quarter, then all remaining Options are forfeited. The grantee must personally fund the exercise price to exercise the Committed Options. For each quarter in which the grantee purchases shares by exercising the Committed Options, the grantee will be entitled to exercise an additional number of Options for up to one year. Here, the grantee may elect to personally fund the exercise price to exercise these Options or may net-settle these Options. Pursuant to the Option Program, on July 29, 2025, the Company granted an aggregate of 2,000,000 Options, including several of the NEOs. The amounts and vesting terms of the RSUs, the Naheta Inducement Award and the Options are set forth below in the “Outstanding Equity Awards at Fiscal Year End” table.

  25. Summary Compensation Table for Fiscal 2025

    Summary Compensation Table for Fiscal 2025 The following table sets forth information regarding the compensation reportable for our named executive officers for fiscal 2024 and prior years, where applicable, as determined under SEC rules.

  26. Summary Compensation Table for Fiscal 2025

    | Name and Principal Position | Year ($) | Salary ($) (1) | Bonus ($) | Stock Awards ($)(2) | Option Awards ($) (3) | All Other Compensation ($)(4) | Total | | Akshay Naheta | 2025 | 77,800 | — | 8,046,648(5) | 27,092,620 | — | $35,217,068.00 | | Chief Executive Officer (6) | 2024 | — | — | — | — | — | — | | | 2023 | — | — | — | — | — | — | | Karen Alexander | 2025 | 400,000 | — | $359,900 | 546,262 | 23,067 | 1,329,299 | | Chief Financial Officer | 2024 | 400,000 | 167,300 | 389,760 | | 22,786 | 979,846 | | | 2023 | 400,000 | 246,000 | 282,668 | | 15,884 | 944,552 | | Marc D’Annunzio | 2025 | 430,000 | — | $359,900 | 2,731,271 | 15,706 | 3,536,877 | | General Counsel and Secretary | 2024 | | | | | | | | | 2023 | | | | | | | | Andrew Main(7) | 2025 | 1,156,923 | | 4,979,241 | — | 24,101 | 6,160,265 | | Former Co-Chief Executive Officer | 2024 | 363,463 | 250,000 | 6,709,357 | — | 18,530 | 7,341,350 | | | 2023 | — | — | — | — | — | — |

  27. Summary Compensation Table for Fiscal 2025

    (1)Amounts reflect annual base salary earned during fiscal 2025 or fiscal 2024. (2)Amounts represent the grant date fair value of equity-based awards granted in fiscal years 2025, 2024, calculated in accordance with FASB ASC Topic 718, and do not necessarily correspond to the actual value that may be recognized from the equity-based awards.Such grant date fair value does not take into account any estimated forfeitures related to service-vesting conditions. Assumptions used in the calculation of these amounts are described in Note 13—Share-Based and Unit-Based Compensation of our audited consolidated financial statements included in the Form 10-K for the year ended December 31, 2025. (3)Amounts represent the aggregate grant date fair value of each Option award, computed in accordance with FASB ASC Topic 718, and do not necessarily correspond to the actual value that may be recognized from the equity-based awards. Such grant date fair value does not take into account any estimated forfeitures related to service-vesting conditions. Assumptions used in the calculation of these amounts are described in Note 13—Share-Based and Unit-Based Compensation of our audited consolidated financial statements included in the Form 10-K for the year ended December 31, 2025. (4)Amounts consist of 401(k) matching contribution, as well as life insurance and disability premiums for the benefit of each executive officer (5)Amounts include the Naheta Inducement Award, which is comprised of (i) 1,607,717 PSUs and (2) 11,426 RSUs. The RSUs vest on March 19, 2026, subject to Mr. Naheta’s continued service with the Company. The PSUs vest over a three-year performance period based on attainment of stock price appreciation metrics that are measured based on a rolling 90-day volume weighted average price. The Naheta Inducement Grant is subject to the terms of the 2021 Plan as if granted thereunder. (6)Mr. Naheta was appointed as the Company’s Co-Chief Executive Officer effective on March 21, 2025 and as Chief Executive Officer effective on August 11, 2025. Mr. Naheta’s annual salary is $100,000 (7)Mr. Main served as the Company’s President and Chief Executive Officer from March 25, 2024 until March 20, 2025, and became President and Co-Chief Executive Officer of the Company, effective March 21, 2025. Mr. Main resigned as Co-Cheif Executive Officer effective August 11, 2025. (8)Mr. Naheta has chosenn to opt out receiving 401(k) matching contribution, as well as life insurance and disability premiums for benefit.

  28. Outstanding Equity Awards at Fiscal 2025 Year-End

    Outstanding Equity Awards at Fiscal 2025 Year-End Bakkt Opco Holdings, LLC (“Opco”), previously maintained a profits interests plan (the “Opco Plan”), for the award of Opco Incentive Units, through Opco Management, to participants, and Opco Participation Units, directly to participants. Awards of Opco Incentive Units included awards of common incentive units and preferred incentive units, each intended to represent a “profits interests” for U.S. tax purposes and each corresponded to incentive units of Opco Management issued by Opco Management to participants. The purpose of the Opco Plan was to promote the interests of Opco by attracting and retaining key employees, directors, independent contractors or other service providers of Opco and to enable such individuals to acquire an equity interest in and participate in the long-term growth and financial success of Opco. The profits interests represented a membership interest in Opco and entitled the holder to receive distributions in Opco once a specified threshold equity value of Opco had been reached, in each case as provided in the Opco operating agreement. The preferred incentive units are also entitled to disproportionate distributions once the participant’s applicable threshold equity value has been reduced to zero in order to “catch-up” such participant’s total distributions to its pro rata share. In fiscal 2025, the Company granted RSUs pursuant to the 2021 Plan, the Options pursuant to the Option Program and the Naheta Inducement Grant pursuant to NYSE Listing Rule 303A.08 and without stockholder approval. The following table sets forth information regarding outstanding equity awards held by our named executive officers as of December 31, 2025. The market value of the RSUs, the Options and the RSUs and PSUs subject to the Naheta Inducement Grant was calculated based on the NYSE closing price of the Common Stock on December 31, 2025 (the last trading day in fiscal 2025) of $10.04.

  29. Outstanding Equity Awards at Fiscal 2025 Year-End

    | Option Awards | | | | | | | Stock Awards | | | | Name | Number of securities underlying unexercised options (#) exercisable | Number of securities underlying unexercised options (#) unexercisable | Equity incentive plan awards: Number of securities underlying unexercised unearned options (#) | Option exercise price ($)(1) | Option expiration date | Number of shares or units of stock that have not vested (#) | Market value of shares or units of stock that have not vested ($) | Equity incentive plan awards: Number of unearned shares, units or other rights that have not vested (#) | Equity incentive plan awards: Market or payout value of unearned shares, units or other rights that have not vested ($) | | Akshay Naheta | [1,308,757 ] (2) | [ ] (2) | [ ] (2) | | | | | 803,856 (6) | 8,185,431 | | Karen Alexander | [26,510 ] (3) | [ ] (3) | [ ] (3) | $10.00 | | | | 18,852(7) | 45,362 | | Marc D’Annunzio | [132,550] (4) | [ ] (4) | [ ] (4) | $10.00 | | | | 18,852 (8) | $151,352.00 | | Andrew A. Main (5) | - | - | - | - | - | - | - | - | - |

  30. Outstanding Equity Awards at Fiscal 2025 Year-End

    (1)Each Option granted pursuant to the Option Program has an exercise price per share equal to $10.00. (2)On July 29, 2025, Mr. Naheta was granted 1,342,282 Options pursuant to the Option Program, contingent on the Company’s stockholders’ approval, which was obtained on October 31, 2025. The Options are a commitment by Mr. Naheta to exercise a predetermined number of Options every quarter for eight quarters (the “Committed Options”) at an exercise price per share equal to $10.00. If Mr. Naheta does not exercise the Committed Options in any quarter, then all remaining Options will be forfeited. One-eighth of the Options will become exercisable each quarter (each, a “Quarterly Tranche”). The Committed Options will be exercisable over a two-day period in the applicable quarter (the “Exercise Period”); provided, that if the Exercise Period for a Quarterly Tranche occurs during a blackout period, then such Exercise Period shall instead be the next quarterly Exercise Period. If Mr. Naheta exercises the Committed Option portion, the remainder of that Quarterly Tranche (the “Optional Exercise Options”) will become exercisable for a period of one year. The Optional Exercise Option portion of any Quarterly Tranche will expire at the end of such one-year period. Notwithstanding the foregoing exercise schedule, following the first quarter after stockholder approval of the Options, any portion of the Options may be exercised earlier than the applicable quarter, provided that shares of Common Stock acquired on exercise of the Optional Exercise Options will be subject to a lock-up period so that the shares acquired on exercise may not be sold or transferred until the originally-scheduled exercise date. On November 12, 2025, the Mr. Naheta previously exercised his Committed Options for the first Quarterly Tranche in full, comprising 33,557 Options. (3)On July 29, 2025, Ms. Alexander was granted 26,846 Options pursuant to the Option Program, contingent on the Company’s stockholders’ approval, which was obtained on October 31, 2025. The Options are a commitment by Ms. Alexander to exercise the Committed Options at an exercise price per share equal to $10.00. If Ms. Alexander does not exercise the Committed Options in any quarter, then all remaining Options will be forfeited. One-eighth of the Options will become exercisable in each Quarterly Tranche. The Committed Options will be exercisable over a two-day Exercise Period in the applicable quarter; provided, that if the Exercise Period for a Quarterly Tranche occurs during a blackout period, then such Exercise Period shall instead be the next quarterly Exercise Period. If Ms. Alexander exercises the Committed Option portion, the Optional Exercise Options will become exercisable for a period of one year. The Optional Exercise Option portion of any Quarterly Tranche will expire at the end of such one-year period. Notwithstanding the foregoing exercise schedule, following the first quarter after stockholder approval of the Options, any portion of the Options may be exercised earlier than the applicable quarter, provided that shares of Common Stock acquired on exercise of the Optional Exercise Options will be subject to a lock-up period so that the shares acquired on exercise may not be sold or transferred until the originally-scheduled exercise date. (4)On July 29, 2025, Mr. D’Annunzio was granted 134,228 Options pursuant to the Option Program, contingent on the Company’s stockholders’ approval, which was obtained on October 31, 2025. The Options are a commitment by Mr. D’Annunzio to exercise the Committed Options at an exercise price per share equal to $10.00. If Mr. D’Annunzio does not exercise the Committed Options in any quarter, then all remaining Options will be forfeited. One-eighth of the Options will become exercisable in each Quarterly Tranche. The Committed Options will be exercisable over a two-day Exercise Period in the applicable quarter; provided, that if the Exercise Period for a Quarterly Tranche occurs during a blackout period, then such Exercise Period shall instead be the next quarterly Exercise Period. If Mr. D’Annunzio exercises the Committed Option portion, the Optional Exercise Options will become exercisable for a period of one year. The Optional Exercise Option portion of any Quarterly Tranche will expire at the end of such one-year period. Notwithstanding the foregoing exercise schedule, following the first quarter after stockholder approval of the Options, any portion of the Options may be exercised earlier than the applicable quarter, provided that shares of Common Stock acquired on exercise of the Optional Exercise Options will be subject to a lock-up period so that the shares acquired on exercise may not be sold or transferred until the originally-scheduled exercise date. (5)Mr. Main resigned as Co-Chief Executive Officer and President of the Company, and as a member of our Board, effective August 11, 2025. In connection with Mr. Main’s departure, the Company and Mr. Main mutually agreed to terminate Mr. Main’s Executive Employment Agreement with the Company (the “Employment Agreement”), and entered into a release agreement (the “Release Agreement”), pursuant to which Mr. Main is entitled to receive the severance payments and benefits that he would otherwise be afforded upon an involuntary termination by the Company without “Cause”, as set forth in Section 9(a) of the Employment Agreement, subject to Mr. Main’s execution and non-revocation of a general release of claims against the Company (the “Severance Benefits”). The Severance Benefits included a full accelerated vesting of Mr. Main’s unvested restricted stock units (“RSUs”) and any unvested performance-based restricted stock units (“PRSUs”) for which actual performance achievement has already been certified as of the Separation Date, and (ii) Mr. Main’s unvested PRSUs will remain outstanding and eligible to vest based on actual performance achieved after completion of the performance period in accordance with the terms of such grants. (6)Represents: 803,861unvested performance-based PSUs from a grant on March 18, 2025. (7)Represents: 17,105 unvested time-based RSUs from a grant on March 20, 2025. (8)Represents: 17,105 unvested time-based RSUs from a grant on March 20, 2025. (9)Represents: [•] unvested time-based RSUs from a grant on [•].

  31. Pay Versus Performance

    Pay Versus Performance As required by Section 953(a) of the Dodd-Frank Wall Street Reform and Consumer Protection Act and Item 402(v) of Regulation S-K, we are providing the following information regarding the “compensation actually paid” (as defined in Item 402(v) of Regulation S-K) to the Principal Executive Officer or “PEO” and to the Non-PEO NEOs (on an average basis) for 2025, 2024 and 2023. The amounts set forth below under the headings “Compensation Actually Paid to PEO” and “Average Compensation Actually Paid to Non-PEO NEOs” have been calculated in a manner consistent with Item 402(v) of Regulation S-K. Use of the term “compensation actually paid” is required by the SEC’s rules and as a result of the calculation methodology required by the SEC, such amounts differ from compensation actually received by the individuals.

  32. Pay Versus Performance

    | Year | Summary Compensation Table Total for PEO Akshay Naheta ($)(1) | Compensation Actually Paid to PEO Akshay Naheta ($)(2) | Compensation Actually Paid to PEO Andrew Main ($)(2) | Summary Compensation Table Total for PEO Gavin Michael ($)(1) | Compensation Actually Paid to PEO Gavin Michael ($)(2) | Average Summary Compensation Table Total for Non-PEO NEOs ($)(3) | Average Compensation Actually Paid to Non-PEO NEOs ($)(4) | Value of Initial Fixed $100 Investment Based On Total Shareholder Return ($)(5) | Net Income/(Loss) (million) ($)(6) | | 2025 | [ ] | [ ] | [ ] | [ ] | [ ] | [ ] | [ ] | [ ] | [ ] | | 2024 | 7,341,350 | — | 12,908,963 | 3,852,381 | (5,021,846) | 1,123,841 | 1,332,676 | 83 | 103.4 | | 2023 | — | — | — | 1,476,142 | 10,516,473 | 938,923 | 1,912,409 | 187 | 225.8 |

  33. Pay Versus Performance

    | (1) Mr. Michael was our PEO for the 2023 and 2024 fiscal years until his resignation effective March 25, 2024. Mr. Main was appointed as our PEO effective March 25, 2024 and served as such until his resignation, effective August 11, 2025. Mr. Naheta was appointed as our co-PEO effective on March 21, 2025 and as sole PEO effective on August 11, 2025 This column represents the amount of total compensation reported for our PEO for each corresponding year (a “Subject Year”) in the “Total” column of the Summary Compensation Table (“total compensation”). Please refer to the Summary Compensation Table in this proxy statement and/or the Summary Compensation Table in the proxy statement for fiscal 2024 and fiscal 2023. | | (2) This column represents the amount of “compensation actually paid” to our PEO as computed in accordance with Item 402(v) of Regulation S-K. In accordance with the requirements of Item 402(v) of Regulation S-K, the amounts disclosed for compensation actually paid reflect the adjustments listed in the table below made to the total compensation amounts reported in the Summary Compensation Table for our PEO by subtracting the value of equity awards reported in the Summary Compensation Table for the applicable Subject Year and adding (or subtracting, as applicable) the following for the applicable Subject Year: (i) the year-end fair value of any equity awards granted in the Subject Year that are outstanding and unvested as of the end of the Subject Year; (ii) for awards that are granted and vest in the Subject Year, the fair value as of the vesting date; (iii) the amount of change as of the end of the Subject Year (from the end of the prior fiscal year) in the fair value of any awards granted in prior years that are outstanding and unvested as of the end of the Subject Year; (iv) for awards granted in prior years that vest in the Subject Year, the amount equal to the change as of the vesting date (from the end of the prior fiscal year) in the fair value; (v) for awards granted in prior years that are determined to fail to meet the applicable vesting conditions during the Subject Year, a deduction for the amount equal to the fair value at the end of the prior fiscal year; and (vi) the dollar value of any dividends or other earnings paid on stock awards in the Subject Year prior to the vesting date that are not otherwise reflected in the fair value of such award or included in any other component of total compensation for the Subject Year. |

  34. Pay Versus Performance

    The amounts added or subtracted to determine the adjusted amount for Akshay Naheta:

  35. Pay Versus Performance

    | Year | Less: Value of Equity Awards Reported in the Summary Compensation Table | Plus: Year End Fair Value of Outstanding and Unvested Equity Awards Granted During the Applicable Subject Year | Plus: Vesting Date Fair Value of Equity Awards Granted and Vested During the Applicable Subject Year | Plus/ (Less): Year-Over-Year Change in Fair Value of Outstanding and Unvested Equity Awards at Year End Granted in Prior Years | Plus/ (Less): Change in Value of Equity Awards Granted in Prior Years and Vested During the Applicable Subject Year | Less: Fair Value at the End of the Prior Year of Equity Awards Forfeited During the Applicable Subject Year | Plus: Dividends or Other Earnings Paid on Equity Awards not Otherwise Reflected in Fair Value or Total Compensation in the Summary Compensation Table for the Applicable Subject Year | Total Adjusted Equity Value | | 2025 | [ ] | [ ] | [ ] | [ ] | [ ] | [ ] | [ ] | [ ] | | 2024 | | | $— | $— | | $— | $— | | | 2023 | $— | $— | $— | $— | $— | $— | $— | $— |

  36. Pay Versus Performance

    The amounts added or subtracted to determine the adjusted amount for Andrew Main:

  37. Pay Versus Performance

    | Year | Less: Value of Equity Awards Reported in the Summary Compensation Table | Plus: Year End Fair Value of Outstanding and Unvested Equity Awards Granted During the Applicable Subject Year | Plus: Vesting Date Fair Value of Equity Awards Granted and Vested During the Applicable Subject Year | Plus/ (Less): Year-Over-Year Change in Fair Value of Outstanding and Unvested Equity Awards at Year End Granted in Prior Years | Plus/ (Less): Change in Value of Equity Awards Granted in Prior Years and Vested During the Applicable Subject Year | Less: Fair Value at the End of the Prior Year of Equity Awards Forfeited During the Applicable Subject Year | Plus: Dividends or Other Earnings Paid on Equity Awards not Otherwise Reflected in Fair Value or Total Compensation in the Summary Compensation Table for the Applicable Subject Year | Total Adjusted Equity Value | | 2025 | [ ] | [ ] | [ ] | [ ] | [ ] | [ ] | [ ] | [ ] | | 2024 | $6,709,357 | $12,451,607 | $— | $— | $(174,637) | $— | $— | $5,567,613 | | 2023 | $— | $— | $— | $— | $— | $— | $— | $— |

  38. Pay Versus Performance

    The amounts added or subtracted to determine the adjusted amount for our Non-PEO NEOs:

  39. Pay Versus Performance

    | Year | Less: Value of Equity Awards Reported in the Summary Compensation Table | Plus: Year End Fair Value of Outstanding and Unvested Equity Awards Granted During the Applicable Subject Year | Plus: Vesting Date Fair Value of Equity Awards Granted and Vested During the Applicable Subject Year | Plus/ (Less): Year-Over-Year Change in Fair Value of Outstanding and Unvested Equity Awards at Year End Granted in Prior Years | Plus/ (Less): Change in Value of Equity Awards Granted in Prior Years and Vested During the Applicable Subject Year | Less: Fair Value at the End of the Prior Year of Equity Awards Forfeited During the Applicable Subject Year | Plus: Dividends or Other Earnings Paid on Equity Awards not Otherwise Reflected in Fair Value or Total Compensation in the Summary Compensation Table for the Applicable Subject Year | Total Adjusted Equity Value | | 2025 | [ ] | [ ] | [ ] | [ ] | [ ] | [ ] | [ ] | [ ] | | 2024 | $2,415,051 | $2,891,774 | $749,237 | $— | $(6,904,151) | $3,196,036 | $— | $(8,874,227) | | 2023 | $698,035 | $9,214,750 | $— | $4,297,462 | $(3,531,235) | $242,611 | $— | $9,040,331 |

  40. Pay Versus Performance

    | (3) For fiscal 2025, our Non-PEO NEOs were: Karen Alexander, Chief Financial Officer and Marc D’Annunzio, General Counsel and Secretary. For fiscal 2024, our Non-PEO NEOs were: Karen Alexander, Chief Financial Officer and Nicholas Baes, Chief Operating Officer. For fiscal 2023, our Non-PEO NEOs were: Karen Alexander, Chief Financial Officer, and Marc D’Annunzio, General Counsel and Secretary. This column represents the average of the amounts of total compensation reported for each Non-PEO NEO as a group for each Subject Year in the “Total” column of the Summary Compensation Table (“total compensation”). Please refer to the Summary Compensation Table in this proxy statement and/or the Summary Compensation Table in the proxy statement for fiscal 2024 and 2023. | | (4) This column represents the average of the amounts of “compensation actually paid” to our Non-PEO NEOs as computed in accordance with Item 402(v) of Regulation S-K. In accordance with the requirements of Item 402(v) of Regulation S-K, the amounts disclosed for compensation actually paid reflect the adjustments listed in the table below, using the same adjustment methodology described above in Note 2: |

  41. Pay Versus Performance

    | Year | Less: Value of Equity Awards Reported in the Summary Compensation Table | Plus: Year End Fair Value of Outstanding and Unvested Equity Awards Granted During the Applicable Subject Year | Plus: Vesting Date Fair Value of Equity Awards Granted and Vested During the Applicable Subject Year | Plus/ (Less): Year-Over-Year Change in Fair Value of Outstanding and Unvested Equity Awards at Year End Granted in Prior Years | Plus/ (Less): Change in Value of Equity Awards Granted in Prior Years and Vested During the Applicable Subject Year | Less: Fair Value at the End of the Prior Year of Equity Awards Forfeited During the Applicable Subject Year | Plus: Dividends or Other Earnings Paid on Equity Awards not Otherwise Reflected in Fair Value or Total Compensation in the Summary Compensation Table for the Applicable Subject Year | Total Adjusted Equity Value | | 2025 | [ ] | [ ] | [ ] | [ ] | [ ] | [ ] | [ ] | [ ] | | 2024 | $558,824 | $1,245,758 | $— | $(213,994) | $(231,491) | $32,614 | $— | $208,835 | | 2023 | $352,129 | $1,163,168 | $— | $542,464 | $(360,813) | $19,204 | $— | $973,486 |

  42. Pay Versus Performance

    | (5) Calculated based upon the closing price of a share of Common Stock on the last day of fiscal 2023, fiscal 2024, and fiscal 2025, which prices were $55.75, $24.77, and $10.04 respectively. | | (6) The dollar amounts reported represent the amount of net loss reflected in our audited consolidated financial statements included in the Annual Report for the applicable year. |

  43. Description of Relationship between Compensation Actually Paid and Cumulative Company Total Shareholder Return

    Description of Relationship between Compensation Actually Paid and Cumulative Company Total Shareholder Return The compensation actually paid to our PEO, as computed in accordance with the requirements of Item 402(v) of Regulation S-K, for Andrew Main was $[ ], $12.9 million and $0 for fiscal 2025, fiscal 2024 and fiscal 2023, respectively, and for Gavin Michael was $[ ] , $(5.0) million and $10.5 million for fiscal 2025, fiscal 2024 and fiscal 2023, respectively. The average of the amounts of compensation actually paid to our Non-PEO NEOs as a group, as computed in accordance with Item 402(v) of Regulation S-K, was $[ ], $1.3 million and $1.9 million for fiscal 2025, fiscal 2024, and fiscal 2023, respectively. The cumulative total shareholder return of the Company, assuming an initial fixed $100 investment and computed in accordance with the requirements of Item 402(v) of Regulation S-K, was $[ ], $83.23, $187.32 for fiscal 2025, fiscal 2024, and fiscal 2023, respectively. Please see Note 5 above for additional information related to the computation of cumulative Company total shareholder return.

  44. Description of Relationship between Compensation Actually Paid and Company Net Income

    Description of Relationship between Compensation Actually Paid and Company Net Income The compensation actually paid to our PEO, as computed in accordance with the requirements of Item 402(v) of Regulation S-K, for Akshay Naheta was $ [ ], $0, and $0 for fiscal 2025, fiscal 2024, and fiscal 2023. Andrew Main was $[ ], $12.9 million and $0 for fiscal 2025, fiscal 2024, and fiscal 2023, respectively, and for Gavin Michael was $[ ], $(5.0) million, and $10.5 million for fiscal 2025, fiscal 2024, fiscal and 2023, respectively. The average of the amounts of compensation actually paid to the Non-PEO NEOs as a group, as computed in accordance with Item 402(v) of Regulation S-K, was $[ ], $1.3 million, and $1.9 million for fiscal 2025, fiscal 2024, and fiscal 2023, respectively. The Company’s net income, as computed in accordance with Item 402(v) of Regulation S-K and reflected in the Company’s audited financial statements for the applicable year, was $( ), $(103.4) million and $(225.8) million for fiscal 2024, fiscal 2024, and fiscal 2023, respectively.