4/A: ICE Amends Bakkt Holdings Form 4 for Ownership Clarity

Intercontinental Exchange amends its Form 4 filing for Bakkt Holdings to correct reporting persons and transaction codes related to a November 2025 reorganization.

Summary

• Intercontinental Exchange, Inc. (ICE) and its wholly-owned subsidiary, Intercontinental Exchange Holdings, Inc. (ICEH), filed an amended Form 4 for Bakkt Holdings, Inc. (BKKT).
• The amendment corrects an original Form 4 filed on November 5, 2025, which inadvertently omitted ICEH as a reporting person and used an incorrect transaction code ('M' instead of 'C').
• The filing details transactions occurring on November 3, 2025, as part of a reorganization where Bakkt Holdings, Inc. became the parent holding company of Bakkt and OpCo.
• ICEH acquired 649,934 shares of Bakkt Holdings' Class A Common Stock through a reorganization transaction.
• ICEH acquired an additional 6,803,178 shares of Bakkt Holdings' Class A Common Stock through the exchange of OpCo Common Units, which also resulted in the elimination of Class V Common Stock.
• Following these transactions, ICEH beneficially owns 7,453,112 shares of Bakkt Holdings' Class A Common Stock.
• ICEH received 465,890 shares of Bakkt Holdings' Series A Non-Voting Convertible Preferred Stock at a price determined by NYSE Rule 312.04(h), based on a conversion price of $39.34 per share.
• ICEH also exchanged its previously held Bakkt Class 1 and Class 2 Warrants for equivalent immediately exercisable warrants to purchase 230,680 shares each of Bakkt Holdings' Class A Common Stock.

Sentiment

Score: 6

Explanation: The filing is largely neutral as it primarily corrects administrative errors and clarifies ownership structure following a reorganization that did not alter proportionate economic interests. The correction itself is a positive for transparency.

Positives

• The amendment provides increased transparency and accuracy regarding the beneficial ownership of Bakkt Holdings, Inc. securities by Intercontinental Exchange entities.
• The reorganization simplified Bakkt Holdings' capital structure by eliminating Class V Common Stock, resulting in a single class of common stock outstanding (Class A Common Stock).

Negatives

• The initial Form 4 filing contained errors, requiring an amendment to correct reporting persons and transaction codes.

Future Outlook

The Series A Non-Voting Convertible Preferred Stock received by ICEH will automatically convert into shares of Bakkt Holdings' Class A Common Stock upon the earlier of the expiry or termination of the Hart-Scott-Rodino Antitrust Improvements Act waiting period or a direct transfer to an unaffiliated party. The Class 1 and Class 2 Warrants are immediately exercisable.

Industry Context

This filing primarily concerns an internal corporate reorganization and ownership disclosure for Bakkt Holdings, a company operating in the digital asset and cryptocurrency space, with significant ownership by Intercontinental Exchange, a major global exchange operator. It reflects a structural adjustment rather than a direct response to broader industry trends, though the simplification of capital structure could be seen as a move towards greater clarity in a rapidly evolving sector.

Corporate Governance

Related Party Transactions

• Intercontinental Exchange Holdings, Inc. (ICEH), a wholly-owned subsidiary of Intercontinental Exchange, Inc. (ICE), engaged in transactions with Bakkt Holdings, Inc. (the Issuer) as part of the reorganization. This included contributing rights under a Tax Receivable Agreement (TRA) to the Issuer in exchange for a cash payment, and then contributing that cash back to the Issuer for shares of Series A Non-Voting Convertible Preferred Stock.

Stakeholder Impact

• Shareholders of Bakkt Holdings, Inc. will benefit from a clearer and more accurate public record of significant beneficial ownership by Intercontinental Exchange entities.
• The simplification of the capital structure to a single class of common stock may improve market perception and liquidity for Class A Common Stock holders.

Next Steps

• Automatic conversion of Series A Non-Voting Convertible Preferred Stock into Class A Common Stock upon satisfaction of specified conditions (HSR waiting period expiry/termination or direct transfer).
• Potential exercise of Class 1 and Class 2 Warrants to purchase Class A Common Stock.

Key Dates

Recommendation

This Form 4/A primarily serves to correct administrative details and clarify the ownership structure of Bakkt Holdings, Inc. by Intercontinental Exchange entities following a reorganization. It does not introduce new operational performance data, financial results, or strategic shifts that would fundamentally alter the investment thesis for Bakkt Holdings. The reorganization itself did not change the proportionate economic interests of security holders. Therefore, a 'hold' recommendation is appropriate as there is no new information to warrant a change in investment stance.

Keywords

Bakkt Holdings, Intercontinental Exchange, ICE, BKKT, Form 4/A, ownership disclosure, reorganization, Class A Common Stock, Preferred Stock, warrants, SEC filing