Bakkt Holdings Inc

On April 15, 2024, the 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, the Board directed that the 2021 Omnibus Incentive Plan Amendment be submitted to the Company’s stockholders for approval at the annual meeting. The 2021 Omnibus Incentive Plan Amendment would increase by 23,465,639 shares (which number will be correspondingly adjusted to the extent the Proposed Reverse Stock Split is effected prior to the annual meeting) the number of authorized shares of Company common stock available for issuance under the 2021 Omnibus Incentive Plan from 52,407,412 shares to 75,873,051 shares (which number will be correspondingly adjusted to the extent the Proposed Reverse Stock Split is effected prior to the annual meeting).

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.

Following the decrease in our share price, grant of 2023 annual awards and the grants made in connection with the transition of Mr. Main into the role of Chief Executive Officer and President, the remaining pool of incentive equity may be insufficient for 2024 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 23,465,639 additional shares (which number will be correspondingly adjusted to the extent the Proposed Reverse Stock Split is effected prior to the annual meeting) 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.

Alpharetta, GA | New York, NY | Belfast, United Kingdom www.bakkt.com 33

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 annual meeting, we will continue to be able to grant awards under the 2021 Omnibus Incentive Plan, but, as of March 31, 2024, only 11,912,638 shares (which number will be correspondingly adjusted to the extent the Proposed Reverse Stock Split is effected prior to the annual meeting) will be available for grant under the 2021 Omnibus Incentive Plan, subject to adjustment in accordance with the terms of the plan.

As of March 31, 2024, the total awards issued and outstanding or reserved for issuance under the 2021 Plan is 27,455,842, all representing full value awards, and the total number of available shares under the 2021 Omnibus Incentive Plan is 11,912,638. As of March 31, 2024, we have 146,426,349 shares of our Class A Common Stock and 179,883,479 shares of Class V Common Stock outstanding. Please note that we have called the Special Meeting to be held on April 23, 2024 to consider, among other things, the Proposed Reverse Stock Split, which, if effected, would result in a reverse stock split of our outstanding common stock at a ratio equal to 1-for-25 and, contemporaneously with the Proposed Reverse Stock Split, a reduction in the number of authorized shares of common stock by a ratio corresponding to that effected in the Proposed Reverse Stock Split. This proposal relating to the approval of an amendment to the 2021 Omnibus Incentive Plan to increase the number of authorized shares of Class A Common Stock issuable thereunder to 75,873,051 shares does not reflect the potential impact of the Proposed Reverse Stock Split. If we effect the Potential Reverse Stock Split prior to the annual meeting, this proposal will be automatically adjusted such that we will be instead seeking the approval of an amendment to the 2021 Omnibus Incentive Plan to increase the number of authorized shares of Class A Common Stock thereunder by 938,626 shares, which, if approved, would result in the total number of shares of Class A Common Stock issuable under the 2021 Omnibus Plan following such potential increase being 3,034,922 shares. Unless otherwise noted, share counts, prices per share and related information presented herein does not give effect to the Proposed Reverse Stock Split.