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Share-Based and Unit-Based Compensation
 9 Months Ended
Sep. 30, 2025
Share-Based Payment Arrangement [Abstract]  
Share-Based and Unit-Based Compensation Share-Based and Unit-Based Compensation
2021 Incentive Plan
Bakkt's 2021 Omnibus Incentive Plan, as amended (the “2021 Incentive Plan”), became effective on the Closing Date with the approval of VIH’s shareholders and the Board. The 2021 Incentive Plan allows the Company to make equity and equity-based incentive awards to employees, non-employee directors and consultants. There were initially 1,032,677 shares of Class A Common Stock reserved for issuance under the 2021 Incentive Plan which can be granted as stock options, stock appreciation rights, restricted shares, restricted stock units ("RSUs"), performance stock units ("PSUs"), dividend equivalent rights and other share-based awards. On June 6, 2023, the Incentive Plan was amended to increase the shares reserved for issuance under the 2021 Incentive Plan by 1,063,618 shares. On May 31, 2024, the 2021 Incentive Plan was again amended to increase the shares reserved for issuance under the 2021 Incentive Plan by 938,625 shares for a new aggregate total of 3,034,920 shares. On June 17, 2025, the 2021 Incentive Plan was once more amended to increase the shares reserved for issuance under the 2021 Incentive Plan by 979,201 shares for a new aggregate of 4,014,121 shares. No award granted under the 2021 Incentive Plan may vest earlier than the first anniversary of the date of grant, subject to limited exceptions.
Inducement Awards
In connection with Mr. Naheta’s appointment as Co-CEO, Mr. Naheta received (i) 1,607,717 PSUs and (2) 11,426 RSUs (together, the “Inducement Grant”). The RSUs vest on March 19, 2026, subject to Mr. Naheta’s continued service with the Company. The PSUs vest over a three-year performance period based on attainment of stock price appreciation metrics that are measured based on a rolling 90-day volume weighted average price. The Inducement Grant is subject to the terms of the 2021 Incentive Plan as if granted thereunder.
Stock Option Awards
In connection with the Offering, on July 29, 2025, the Board and its Compensation Committee (the “Compensation Committee”) granted stock options to select members of management to purchase up to 2,000,000 shares of Class A Common Stock (the “Options”), subject to approval by the Company's shareholders, which approval was obtained on October 31, 2025. For accounting purposes, the Options were not deemed to be granted until shareholder approval was obtained on October 31, 2025, and therefore the expense was recognized for the Options during the three months or nine months ended September 30, 2025. No consideration was received by the Company for the granting of the Options. Due to the limited share reserve under the 2021 Incentive Plan, the Options were approved outside the 2021 Incentive Plan. Notwithstanding the foregoing, the Options will be governed in all respects as if issued under the 2021 Incentive Plan, except with respect to the 2021 Incentive Plan’s minimum vesting requirements.
The Options are structured as a commitment by the grantee to exercise a predetermined number of Options every quarter for eight quarters (such committed number of Options, the “Mandatory Exercise Options”) at an exercise price per share of $10.00, which reflected the fair market value of a share of Class A Common Stock on the date of the grant. For each quarter in which the grantee exercises the Mandatory Exercise Options, the grantee will be entitled to exercise an additional number of Options (the “Optional Exercise Options”), which Optional Exercise Options will become exercisable for a period of one year. If a grantee does not exercise the Mandatory Exercise Options in any quarterly tranche during the applicable mandatory exercise period, then the grantee's remaining Options (in respect of the current quarterly tranche and any subsequent quarterly tranche) will be forfeited automatically. In order to further facilitate management’s continued participation and investment in Company growth, in the event that any Options are forfeited by a grantee in accordance with the forfeiture terms set forth above, the Options will be available for reallocation and future grant by the
Compensation Committee to service providers of the Company, as identified by the Compensation Committee, and which subsequent grants will be in the form of stock options made on the same terms as the Options and will have an exercise price equal to or greater than fair market value as of such applicable date of grant.
Share-Based Compensation Expense
During the three and nine months ended September 30, 2025, the Company granted 44,220 and 932,101 RSUs, respectively, to employees and directors. During the three and nine months ended September 30, 2025, the Company granted 0 and 1,793,873 PSUs, respectively. During the three and nine months ended September 30, 2024, Bakkt granted 15,756 and 1,044,308 RSUs, respectively, to employees and directors. During the three and nine months ended September 30, 2024, Bakkt granted 221,065 PSUs.
Bakkt recorded $4.5 million and $10.0 million of share-based compensation expense related to RSUs during the three and nine months ended September 30, 2025, respectively. During the three and nine months ended September 30, 2024, the Company recorded $2.1 million and $11.7 million of share-based compensation expense related to RSUs, respectively. The Company recorded $3.3 million and $6.5 million of share-based compensation expense related to PSUs during the three and nine months ended September 30, 2025. During the three and nine ended September 30, 2024, the Company recorded $0.2 million and $0.5 million respectively of share-based compensation expense related to PSUs. Share-based compensation expense for both RSUs and PSUs, is included in “Compensation and benefits” in the consolidated statements of operations, except where classified as Restructuring expenses for certain accelerated vestings as described below.
Unrecognized compensation expense as of September 30, 2025 and December 31, 2024 was $13.0 million and $11.7 million, respectively, for the RSUs and PSUs. The unrecognized compensation expense as of September 30, 2025 and December 31, 2024 will be recognized over a weighted-average period of 0.94 years and 1.36 years, respectively.
RSU and PSU Activity
The following tables summarize RSU and PSU activity for the nine months ended September 30, 2025 and September 30, 2024 (in thousands, except per unit data):
RSUs and PSUsNumber of RSUs and PSUsWeighted Average Remaining Contractual Term (years)Weighted Average Grant Date Fair ValueAggregate Intrinsic Value
Outstanding as of December 31, 2023521 1.38$69.75 
Granted1,265 $13.29 $16,816 
Forfeited(167)
Vested(345)
Outstanding as of September 30, 20241,274 1.59$13.69 
Outstanding as of December 31, 20241,421 1.36$18.17 
Granted2,726 $9.91 $26,800 
Forfeited(401)
Vested(996)
Outstanding as of September 30, 20252,750 0.94$10.83 
During the three and nine months ended September 30, 2025, Bakkt recorded $3.2 million and $5.1 million, respectively of share-based compensation expense related to the accelerated vesting of awards for certain employees, primarily related to the Sale of Bakkt Trust and termination of former executives. Of these amounts, the accelerated expense recorded for Andy Main's separation as CEO was $3.2 million. During the three and nine months ended
September 30, 2024, we recorded zero and $4.9 million, respectively, of share-based compensation expense related to the accelerated vesting of awards for certain employees, primarily related to the termination of a former executive. Acceleration of share-based compensation expense related to the Company's restructuring efforts is included in “Restructuring expenses” in the consolidated statements of operations.
Total fair value of vested RSU and PSU awards was $4.0 million and $10.9 million for the three and nine months ended September 30, 2025, respectively. Total fair value of vested RSU and PSU awards was $0.3 million and $6.8 million for the three and nine months ended September 30, 2024, respectively.
The fair value of the RSUs and PSUs used in determining share-based compensation expense is based on the closing price of Common Stock on the grant date for standard RSUs and PSUs. For PSUs with market conditions, fair value was determined using a Monte Carlo simulation model, along with a Geometric Brownian Motion formula to model stock price movements. The assumptions noted in the table below were used to estimate the fair value of the PSUs with market conditions.
Initial stock price
$8.71 - $12.79
Expected term (years)
2 - 3 years
Coefficient of variation-
Risk free rate
3.79% - 3.98%
Volatility125 %
Dividend yield0%
PSUs provide an opportunity for the recipient to receive a number of shares of Common Stock based on various performance metrics. Upon vesting, each PSU equals one share of Common Stock. The Company accrues compensation expense for the PSUs based on management's assessment of the probable outcome of the performance conditions. PSUs awarded in 2025 are subject to market-based vesting conditions tied to the Company’s stock performance. Specifically, PSUs vest based on the achievement of a target stock price, determined using the volume-weighted average price ("VWAP") of the Common Stock over a specified period. Vesting occurs only if the Company's average stock price meets or exceeds predetermined VWAP thresholds during the measurement period and the recipients provide at least one year of service. The metrics for PSUs granted during 2024 relate to the Company's performance during fiscal year 2024, as measured against objective performance goals approved by the Board. The actual number of units earned range from 0% to 150% or 200% of the target number of units depending on the metric and achievement of the 2024 performance goals. PSUs granted in 2024 vest in two equal annual installments from 2025 to 2026. The metrics for PSUs granted during 2023 relate to Bakkt's performance during fiscal year 2023, as measured against objective performance goals approved by the Board. The actual number of units earned range from 0% to 150% of the target number of units depending upon achievement of the 2023 performance goals. PSUs granted in 2023 vest in three equal annual installments from 2024 to 2026. The metrics for PSUs granted during 2022 relate to the Company's performance during fiscal years 2022, 2023 and 2024, as measured against objective performance goals as determined by the Board. The actual number of units earned range from 0% to 150% of the target number of units depending upon achievement of each year’s performance goals. PSUs granted in 2022 vest in three equal annual installments, subject to a catch-up provision over the three annual performance targets.
In connection with the Reorganization, the Company transferred to NewCo, and NewCo assumed, the Company’s rights and obligations under each (a) stock option to purchase a share of Common Stock (each, a “Stock Option”), (b) time-based RSUs, (c) PSUs and (d) right to acquire, receive or vest in a share of Common Stock (which, for the avoidance of doubt, excluded any awards granted under the Opco Plan) (each, a “Stock Award” and together with the Stock Options, the RSUs and the PSUs, the “Awards”) that was outstanding immediately prior to the effective time of the Restructuring. The Awards were converted into awards denominated in shares of NewCo Class A Common Stock of the same class and with the same rights and privileges and the same terms and conditions as were applicable immediately prior to the Restructuring,
and including, for Stock Options, at an exercise price per share equal to the exercise price per share for the applicable share of Common Stock.
Opco Plan
Preferred incentive units and common incentive units (collectively, “incentive units”) represent an ownership interest in Opco and are entitled to receive distributions from Opco, subject to certain vesting conditions. Opco classifies incentive units as equity awards on its consolidated balance sheets. Participation units, issued directly by Opco to Opco Plan participants, do not represent an ownership interest in Opco but rather provide Opco Plan participants the contractual right to participate in the value of Opco, if any, through either a cash payment or issuance of Common Stock upon the occurrence of certain events following vesting of the participation units. Refer to Note 11 to the consolidated financial statements included in the Company's 2024 Form 10-K where the modifications to the Opco Plan are described in detail.
Upon consummation of the VIH Business Combination, the 76,475,000 outstanding preferred incentive units and 23,219,745 outstanding common incentive units were converted into 17,473,362 common incentive units, and the 10,811,502 outstanding participation units were converted into 1,197,250 participation units. Opco preferred incentive units and common incentive units outstanding prior to the VIH Business Combination, as well as participation units, were not impacted by the Reverse Stock Split discussed in Note 2, therefore these amounts are presented without consideration of the Reverse Stock Split Ratio. Contemporaneously with the conversion, approximately one-third of the awards in the Opco Plan vested. The second tranche vested on the one-year anniversary of the Closing Date and the third tranche vested on the two-year anniversary of the Closing Date, although under the terms of the Opco Plan, employees who were terminated without cause after the Closing Date vested in the unvested portion of their awards immediately upon their termination date. There has not been, and will not be, any additional awards made under the Opco Plan following the VIH Business Combination.
In connection with the Reorganization, each membership unit of Bakkt Management, LLC (the “Management Vehicle”) issued and outstanding immediately prior to the Reorganization was exchanged for the corresponding common unit of Opco (each such unit, an “Opco Incentive Unit”) granted under the Opco Plan, as amended, held by the Management Vehicle, together with the share of NewCo Class V Common Stock paired therewith, and each Opco Incentive Unit, together with the share of NewCo Class V Common Stock paired therewith, issued and outstanding immediately prior to the Reorganization was exchanged for the right to receive one validly issued, fully paid and nonassessable share of NewCo Class A Common Stock.
Incentive Unit Activity
The following table summarizes common incentive unit activity under the Opco Plan for the nine months ended September 30, 2025 and September 30, 2024 (in thousands, except per unit data):
Common Incentive UnitsNumber of Common Incentive UnitsWeighted Average Remaining Contractual Term (years)Weighted Average Grant Date Fair ValueAggregate Intrinsic Value
Outstanding as of December 31, 2024287 0$166.75 $47,867 
Granted— 
Forfeited— 
Exchanged(4)
Outstanding as of September 30, 2025283 0$166.75 $47,246 
Common Incentive UnitsNumber of Common Incentive UnitsWeighted Average Remaining Contractual Term (years)Weighted Average Grant Date Fair ValueAggregate Intrinsic Value
Outstanding as of December 31, 2023309 0$166.75 $51,467 
Granted— 
Forfeited— 
Exchanged(5)
Outstanding as of September 30, 2024304 0$166.75 $50,677 
The Company did not make any cash payments to settle vested participation units during the nine months ended September 30, 2025 or September 30, 2024.
As of October 31, 2025, there are no outstanding incentive units remaining under the Opco Plan.