Bakkt Holdings Inc

On April 10, 2025, our Board approved an amendment (the “Amendment”) to the 2021 Omnibus Incentive Plan, as amended, to increase the number of authorized shares of Class A Common Stock issuable thereunder (the “2021 Omnibus Incentive Plan Amendment”), subject to stockholder approval, and accordingly, our Board directed that the 2021 Omnibus Incentive Plan Amendment be submitted to the Company’s stockholders for approval at the 2025 Annual Meeting. The 2021 Omnibus Incentive Plan Amendment would increase by 979,201 shares the number of authorized shares of Common Stock available for issuance under the 2021 Omnibus Incentive Plan from 3,034,922 shares to 4,014,123 shares.

We believe the Company must offer a competitive equity incentive program if it is to successfully attract and retain the best possible candidates for positions of substantial responsibility within the Company. The 2021 Omnibus Incentive Plan is an important factor in attracting, retaining and rewarding high caliber employees who are essential to the Company’s success and in providing incentive to these individuals to promote the success of the Company. The purposes of the 2021 Omnibus Incentive Plan are to attract, retain and motivate officers and key employees (including prospective employees), directors, consultants and others who may perform services for the Company to compensate them for their contributions to the long-term growth and profits of the Company and to encourage them to acquire a proprietary interest in the success of the Company.

The remaining pool of incentive equity available under our 2021 Omnibus Incentive Plan may be insufficient for 2025 Annual grants or any interim grants if needed for new hires or other special circumstances. We are therefore seeking stockholder approval of a pool of 979,201 additional shares pursuant to the 2021 Omnibus Plan Amendment, which we anticipate will be sufficient for equity grants over the next two years. No other changes are being made to the 2021 Omnibus Incentive Plan.

Stockholder approval of the 2021 Omnibus Incentive Plan Amendment is being sought in order to (i) meet NYSE listing requirements and (ii) allow for incentive stock options to meet the requirements of the Internal Revenue Code of 1986, as amended.

The amended 2021 Omnibus Incentive Plan will enable the Company to continue its compensation program that is intended to attract, retain, incentivize and reward talented and qualified employees and align them with achieving Bakkt’s goals and increasing stockholder value. If the 2021 Omnibus Incentive Plan Amendment is not approved by our stockholders at the 2025 Annual Meeting, we will continue to be able to grant awards under the 2021 Omnibus

Alpharetta, GA | New York, NY | Belfast, United Kingdom www.bakkt.com 35

Incentive Plan, but, as of March 31, 2025, only 576,581 shares were available for grant under the 2021 Omnibus Incentive Plan, subject to adjustment in accordance with the terms of the plan.

As of March 31, 2025, the total awards issued and outstanding or reserved for issuance under the 2021 Plan was 2,123,328 all representing full value awards, and the total number of available shares under the 2021 Omnibus Incentive Plan was 576,581. As of March 31, 2025, we had 6,532,626 shares of our Class A Common Stock and 7,177,774 shares of Class V Common Stock outstanding.