Item 5.02. Departure of Directors or Certain Officers; Election of Directors;


           Appointment of Certain Officers; Compensatory Arrangements of Certain
           Officers.

Appointment of Chief Accounting Officer

Bakkt Holdings, Inc. (the "Company") appointed Charles "Chip" Goodroe, 38, as Vice President, Chief Accounting Officer and Principal Accounting Officer of the Company, effective September 12, 2022. Prior to joining the Company, Mr. Goodroe served roles of increasing responsibility at Grant Thornton LLP from 2012 to September 2022, most recently serving as Senior Manager, Audit Services. Mr. Goodroe holds a B.B.A in Accountancy from the University of Georgia, Terry College of Business and an M.S. in Accountancy from the University of Georgia, Terry College of Business.

In connection with Mr. Goodroe's appointment as Vice President, Chief Accounting Officer and Principal Accounting Officer, the Compensation Committee of the Company's board of directors granted Mr. Goodroe a one-time equity award of restricted stock units valued at approximately $70,000, which vest in equal yearly installments through the third anniversary of the grant date, subject to Mr. Goodroe's continued employment with the Company on the applicable vesting dates. Mr. Goodroe's annual base salary will be $220,000.

There are no arrangements or understandings between Mr. Goodroe and any other person pursuant to which Mr. Goodroe was appointed to serve as Chief Accounting Officer and Principal Accounting Officer of the Company. There are no family relationships between Mr. Goodroe and any director or executive officer of the Company, and Mr. Goodroe does not have any direct or indirect material interest in any transaction required to be disclosed pursuant to Item 404(a) of Regulation S-K.

In connection with Mr. Goodroe's appointment, the Company plans to enter into its standard form of director and officer indemnification agreement with Mr. Goodroe, providing for indemnification and advancement of expenses. The foregoing description of the indemnification agreement is qualified in its entirety by reference to the full text of such agreement, the form of which was filed as Exhibit 10.7 to the Company's Current Report on Form 8-K, filed with the SEC on October 21, 2021, and incorporated in this Item 5.02 by reference.

On September 12, 2022, the Company issued a press release announcing the appointment of Mr. Goodroe as Vice President, Chief Accounting Officer and Principal Accounting Officer of the Company. A copy of the press release is attached as Exhibit 99.1 to this Current Report on Form 8-K.

Effective upon the appointment of Mr. Goodroe, Karen Alexander, the Company's Chief Financial Officer, Principal Financial Officer, Chief Accounting Officer and Principal Accounting Officer, will step down as Chief Accounting Officer and Principal Accounting Officer. Ms. Alexander will continue to serve as the Company's Chief Financial Officer and Principal Financial Officer.

Equity Compensation Grants

On September 12, 2022, Karen Alexander, the Company's Chief Financial Officer and Principal Financial Officer, received the following equity compensation grants, which were approved by the Compensation Committee of the Company's board of directors in accordance with the applicable Performance-Based Restricted Stock Unit Agreement (the "PSU Agreement") under the Company's 2021 Omnibus Employee Incentive Plan (the "Plan") and Restricted Stock Unit Agreement (the "RSU Agreement") under the Plan:



                   RSUs(1)                 PSUs(2)
                                   At
                                 Target       150% of Target
Karen Alexander     100,000       66,666              100,000

(1) Each restricted stock unit award ("RSU") will vest, subject to the grantee's


    continued employment with the Company, in three equal annual installments on
    the first three anniversaries of August 26, 2022. The foregoing description
    of the RSU Agreement is qualified in its entirety by reference to the full
    text of such agreement, the form of which is included in this Current Report
    on Form 8-K as Exhibit 10.1 and incorporated in this Item 5.02 by reference.

(2) The numbers included in the table reflect the aggregate number of shares of


    Class A common stock that may be issuable to the grantee based on a "target"
    performance. The actual number of shares will vary between and 0% and 150% of
    the target amount. The performance-based restricted stock unit awards
    ("PSUs") provide a scale for the number of shares of Class A common stock
    issuable to the grantee based (i) 50% on the Company's net revenue and (ii)
    50% on the Company's transacting accounts, in each case, during the
    applicable performance period, pursuant to which, in each case, the grantee
    may earn between 0% of the "target" award (if the Company's net revenue or
    transacting accounts, as applicable, achieved with respect to such
    performance period is below 25% of the "target" performance goal) and 150% of
    the target award (if the performance level achieved with respect to such
    performance period equals or exceeds 150% of the "target" performance goal).
    The performance periods for the PSUs are the years ending December 31, 2023,
    2024 and 2025. One-third of the PSUs will be determined based on the
    performance for each year in the performance period. Each PSU will vest,
    subject to the grantee's continued employment with the Company, in three
    equal annual installments on the first three anniversaries of August 26,
    2022. The foregoing description of the PSU Agreement is qualified in its
    entirety by reference to the full text of such agreement, the form of which
    is included in this Current Report on Form 8-K as Exhibit 10.2 and
    incorporated in this Item 5.02 by reference.

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Item 9.01 Financial Statements and Exhibits.




(d) Exhibits.

Exhibit
  No.        Description

10.1           Form of Restricted Stock Unit Award Agreement

10.2           Form of Performance-Based Restricted Stock Unit Award Agreement

99.1           Press Release

104          Cover Page Interactive Data File (embedded within the Inline XBRL
             document).

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