Bakkt Holdings, Inc.

The Company hereby amends and supplements the Proxy Statement by amending and restating the section “Proposal No. 1: The Options Proposal” onpages 10-14 as follows (changes marked, with new text in bold and underlined and deleted text in bold and strikethrough):

On July 28, 2025, we conducted an underwritten public offering pursuant to which we offered and sold an aggregate of 6,753,627 shares of Class A Common Stock and, forcertain purchasers, pre-funded warrants (the “Pre-Funded Warrants”) to purchase an aggregate of 746,373 shares of Class A Common Stock (the “Offering”). In connection with the Offering, members of the Company’s management and the Compensation Committee of the Board (the “Compensation Committee”) determined that it was in the best interests of the Company and its stockholders for certain members of management to similarly have the opportunity to invest in the Company and strengthen alignment with the Company’s stockholders through increased stock ownership. In approving the grant of the Options, the Compensation Committee discussed and considered the Options and the terms thereof in consultation with management and external advisors, including the Company’s independent valuation consultantand the Company’s independent compensation consultant. Upon review and consideration of the terms of the Options, the Compensation Committee concluded that granting the Options on the terms described herein would be appropriate to strengthen alignment between management’s incentives and the stockholders’ interests.

Accordingly, the Board approved, after Compensation Committee approval and recommendation to the Board to approve, a one-time award of stock options (the “Options”) to select members of management, subject to stockholder approval. 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, which reflects the fair market value of a share of Class A Common Stock on the date of grant, and whichis wasmore than the trading price of our Class A Common Stock as of market close on the record date, which closing trading price was $8.59 per share. 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.

To achieve the additional goal of strengthening alignment between management’s incentives and stockholders’ interests, 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, grantee may elect to personally fund the exercise price to exercise these Options ormay net-settle these Options.

The Company engaged in discussion with shareholders and shareholder advisory firms to understand any suggestions that such constituencies may have with respect to the Options. In response to concerns about the magnitude of the Options and the impact on shareholder value transfer and dilution, after deliberation, review and further discussion with those shareholders as well as the Company’s outside compensation consultants and other external advisors, the Board and the Compensation Committee determined to make the following changes to the Options and the Options Proposal:

The Board and the Compensation Committee believe that this focused approach to obtaining further investment by members of management in the Company and furthering alignment with stockholders is in the best interests of the Company and our stockholders. The Options Proposal promotes the goal of aligning the interests of members of management and the Company’s shareholders by facilitating management’s continued direct investment in the Company and provides the Board and the Compensation Committee flexibility to ensure that service providers of the Company – whether currently or subsequently identified – are incentivized and invested in the Company.

The form of stock option award agreement for the Options is attached as Annex A to this proxy statement, and the following discussion is qualified in its entirety by reference to Annex A.