Bakkt Holdings Inc. filed SEC Form 8-K: Leadership Update, Financial Statements and Exhibits
$BKKT
Finance: Consumer Services
Finance
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 OR 15(d)
of The Securities Exchange Act of 1934
Date of Report (Date of earliest event reported)
(Exact name of registrant as specified in its charter)
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Registrant’s telephone number, including area code: (678 ) 534-5849
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Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company ☐
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Item 5.02 Departure of Directors of Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
As previously disclosed in a Current Report on Form 8-K filed by Bakkt Holdings, Inc. (the “Company”) with the Securities and Exchange Commission on March 20, 2025 (the “Prior Form 8-K”), and pursuant to the Employment Agreement, dated as of March 19, 2025, by and between the Company and Akshay Naheta (the “Naheta Employment Agreement”), Mr. Naheta is entitled to certain equity-based awards as a material inducement to his appointment as Co-Chief Executive Officer of the Company. On April 21, 2025, the Compensation Committee of the Board of Directors of the Company (the “Compensation Committee”) approved the following equity-based grants for Mr. Naheta: (1) 1,607,717 performance-based restricted stock units (the “PSUs”) and (2) 11,426 service-based restricted stock units (the “RSUs” and, together with the PSUs, the “Inducement Grant”). The material terms of the Naheta Employment Agreement the PSUs and the RSUs are described in the Prior Form 8-K, which is incorporated by reference herein.
The PSUs and RSUs were granted as inducement awards pursuant to the NYSE Listing Rule 303A.08 and without shareholder approval. In connection with the Inducement Grant, the Compensation Committee also approved a stand-alone Performance Stock Unit Agreement (the “PSU Agreement”) and a stand-alone Restricted Stock Unit Agreement (the “RSU Agreement”) under which the PSUs and RSUs, respectively, were granted to Mr. Naheta. The PSU Agreement and the RSU Agreement are subject to the terms of the Company’s 2021 Omnibus Incentive Plan, as if granted thereunder.
The foregoing is not a complete description of the PSU Agreement or the RSU Agreement. Each such description is qualified in its entirety by reference to the full text of the Form of PSU Agreement and the Form of RSU Agreement, as applicable, copies of which are filed as Exhibit 10.1 and Exhibit 10.2, respectively, to this Current Report on Form 8-K and are incorporated herein by reference.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits
| Exhibit No. | Description | ||||
| 10.1 | |||||
| 10.2 | |||||
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document). | ||||
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, hereunto duly authorized.
| BAKKT HOLDINGS, INC. | |||||||||||
| By: | /s/ Marc D'Annunzio | ||||||||||
| Name: | Marc D’Annunzio | ||||||||||
| Title: | General Counsel and Secretary | ||||||||||
Dated: April 22, 2025 | |||||||||||