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Bakkt Holdings Inc

For the period ended Apr 25, 2025. Filed Apr 28, 2025.

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About this filing

What shareholders are asked to vote on at a company's meeting. It is where to find what directors and top executives are paid, and who owns the most shares.

Apr 25, 2025 · Filed Apr 28, 2025

BKKT$4.30+3.1%Stored close · as of Nov 6, 2026
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Contents

Continuing Directors

Colleen Brown has been a member of our Board since July 2024. Ms. Brown was previously President, Chief Executive Officer and a director of Fisher Communications Inc., a public multimedia company. She also has served in various leadership capacities with the media companies Belo Corp., Lee Enterprises and Gannett. In addition, Ms. Brown was the founder of Marca Global, an innovative marketing and internet technology company. Ms. Brown has served on the board of directors of TrueBlue since 2014, where she is chair of the Nominating & Corporate Governance Committee and a member of the Compensation Committee and the Innovation and Technology Committee, and the board of directors of Big 5 Sporting Goods since 2017, where she is a member of the Audit Committee and the Nominating & Corporate Governance Committee. She has also served on the board of privately held Port Blakely Forestry since 2010. Over the course of her career, Ms. Brown has served on numerous other corporate boards, including non-profit Delta Dental of Washington, Spark Networks, where she served as board chair and interim CEO, American Apparel, where she served as board chair, DataSphere Technologies, BECU (Boeing Employees Credit Union), CareerBuilder, and Classified Ventures. Ms. Brown brings extensive executive and boardroom experience in strategic planning, operations, finance, technology and corporate governance matters through a distinguished career of proven leadership that has included service as chair of two public company boards, Chief Executive Officer of two public companies and senior officer of multiple leading media and technology companies. Ms. Brown received an undergraduate degree from the University of Dubuque and a Master of Business Administration from the University of Colorado Boulder.

We believe that Ms. Brown’s executive and public board experience, including her focus on technology, finance and governance, provide her with strategic background to serve on our board.

David Cliftonhas been a member of our Board since the Closing and previously served as Interim Chief Executive Officer for the Company’s predecessor and current subsidiary, Bakkt Opco Holdings, LLC (f/k/a Bakkt Holdings, LLC) (“Opco”), from April 2020 to January 2021. While serving in this role, Mr. Clifton was involved in the development of strategy and the assessment of its strategic alternatives, which resulted in our business combination with VIH Impact Acquisition Holdings, and our resulting listing as a public company. Mr. Clifton served as Vice President of M&A and Integration at Intercontinental Exchange Holdings, Inc. (“ICE”) from 2019 to 2024, and has served as Vice President of Corporate Development since 2024. In this and prior roles, Mr. Clifton oversaw the successful completion of numerous strategic transactions, including ICE’s 2013 acquisition of NYSE Euronext, along with other global strategic transactions and initiatives. Mr. Clifton joined ICE in 2008, serving previously as ICE’s Associate General Counsel, M&A. Mr. Clifton received his Juris Doctor from Mercer University’s Walter F. George School of Law and is a graduate of a Davidson College.

We believe that Mr. Clifton’s previous experience both with Opco and at ICE provide him with the strategic and management background to serve on our Board.

Alpharetta, GA | New York, NY | Belfast, United Kingdom www.bakkt.com 15

Sean Collins has been a member of our Board since the Closing and previously served on the board of managers of Opco since its inception in December 2018 until the Closing. Mr. Collins has over twenty years of experience investing, advising, operating and building companies focused on digital transformation. As co-founder and Managing Partner of Goldfinch Partners from 2018 to present, he 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, the division of BCG that partners with global leaders to help build new digital business units and spin out assets into new companies. In 2017, he was elected the youngest Senior Partner in the history of BCG. Prior to BCG Digital Ventures, Mr. Collins held other roles, including service as a Senior Vice President of Marketing, E-Commerce and Strategy at Sports Authority, Inc., and before that was with McKinsey & Company, where he was a member of the Marketing Practice. Mr. Collins holds a BA in Economics and Music (Classical Piano) from Whitman College.

We believe that Mr. Collins’ extensive experience across the financial services and retail industries, as well as functional depth in marketing and loyalty, provide him with the knowledge and background to serve as a director on our Board.

De’Ana Dowhas been a member of our Board since April 2022. Ms. Dow is partner and general counsel with Capitol Counsel LLC, a full-service government relations firm, where she has served since 2012. Her primary focus has been derivatives markets with many years of senior level experience in both technical and policy areas. Prior to Ms. Dow’s position with Capitol Counsel, from 2010 to 2012, Ms. Dow served as the Senior Vice President of Ogilvy Government Relations, Washington, D.C., which specializes in futures and derivatives markets. Before joining Ogilvy, from 2008 through 2010, Ms. Dow was the Managing Director for Government Affairs at CME Group, the world’s largest derivatives exchange. In that role, Ms. Dow managed the organization’s efforts related to the Dodd Frank financial market regulatory reform bill as it progressed through the House and the Senate, as well as the regulatory actions at the Commodity Futures Trading Commission (“CFTC”), the SEC, the U.S. Treasury Department and the Federal Reserve System. From 2005 through 2008, Ms. Dow served as the Senior Vice President and Chief Legislative Counsel for the New York Mercantile Exchange (“NYMEX”), before NYMEX Holdings, Inc. merged with the CME Group, Inc. As the head of office and regulatory counsel for NYMEX, she successfully guided the company through a complex legislative agenda aimed at eliminating critical liquidity providers from the markets and monitored numerous CFTC regulatory filings for accuracy and sufficient analytical content. Ms. Dow received an undergraduate degree from Bowie State College and a Juris Doctorate from Georgetown University Law Center.

We believe Ms. Dow is qualified to serve on our Board given her expertise in financial markets regulatory issues before federal agencies and departments.

Andrew A. Mainhas been a member of our Board since the Closing and our Co-Chief Executive Officer and President since March 21, 2025, and previously served as our President and Chief Executive Officer from March 26, 2024 through March 20, 2025. Mr. Main served as the Chief Executive Officer of Ogilvy, an advertising, marketing and public relations agency from 2020 to 2022. Prior to joining Ogilvy, Mr. Main was the Global Head of Deloitte Digital, the digital consultancy branch of Deloitte from 2014 to 2020 where he oversaw the acquisition of multiple creative agencies to grow the brand. Mr. Main has more than 30 years of consulting and

Alpharetta, GA | New York, NY | Belfast, United Kingdom www.bakkt.com 16 marketing agency experience and has extensive experience working with businesses to modernize and bring new ideas to market quickly. Mr. Main earned a Master of Arts from the University of Edinburgh in Business, Marketing and Geography.

We believe that Mr. Main’s significant technology and marketing expertise and experience helping brands grow and modernize and focus on digital consultancy provide him with the experience needed to serve as a director on our Board.

Gordon Watsonhas been a member of our Board since the Closing. Mr. Watson serves as a Partner at Victory Park Capital Advisors, LLC, which he joined in 2014. Mr. Watson is a member of Victory Park’s investment committee and helps lead its Fintech investing team. Mr. Watson is the Investment Manager for VIH Specialty Lending Investments PLC (LSE: VSL), a Victory Park-managed, U.K. publicly listed investment trust focused on opportunities in the Fintech market. Mr. Watson previously served as the Co-Chief Executive Officer of VPC Impact Acquisition Holdings II, a special purpose acquisition company, from 2021 to 2023 and VPC Impact Acquisition Holdings III, Inc., a special purpose acquisition company, from 2021 to 2022. Prior to the Closing, Mr. Watson served on our Board and as our President and Chief Operating Officer. Previously, Mr. Watson was a portfolio manager focused on distressed debt at GLG Partners, a London-based multi-billion multi-strategy hedge fund that concentrates on a diverse range of alternative investments. Mr. Watson joined GLG Partners when it purchased Ore Hill Partners, a credit focused hedge fund where he was a partner. Mr. Watson received a B.A. in political science from Colgate University and an MBA from Columbia University.

We believe that Mr. Watson’s experience in fintech and investments provide him with the financial knowledge and background to serve as a director on our Board.

ContentsView on SEC.gov

The text of this filing, as the company filed it with the SEC, without its images or exhibits. This is not investment advice.