SCHEDULE: ICE/ICEH Updates Bakkt Stake, Backs DTR Acquisition

Intercontinental Exchange and its subsidiary updated their beneficial ownership in Bakkt Holdings, Inc. and disclosed agreements supporting Bakkt's acquisition of Distributed Technologies Research Global Ltd.

Summary

• Intercontinental Exchange, Inc. (ICE) and Intercontinental Exchange Holdings, Inc. (ICEH) (Reporting Persons) filed Amendment No. 11 to their Schedule 13D regarding Bakkt Holdings, Inc. (Issuer).
• Reporting Persons beneficially own 8,380,362 shares of Bakkt Class A Common Stock, representing 32.3% of the class.
• This includes 461,360 Replacement Warrant Shares, which do not have voting power until ICEH exercises its right to acquire them.
• The percentage is based on 25,514,376 shares of New Class A Common Stock outstanding as of January 7, 2026.
• On December 3, 2025, 465,890 shares of Convertible Preferred Stock held by ICEH converted into an equal number of New Class A Common Stock shares.
• On January 11, 2026, Bakkt entered into a Share Purchase Agreement to acquire Distributed Technologies Research Global Ltd (DTR) in exchange for newly issued New Class A Common Stock (DTR Consideration Shares).
• ICEH entered into a DTR Voting and Support Agreement, committing to vote its shares in favor of the DTR Acquisition and not to transfer its shares until 120 days after the DTR Purchase Agreement date or the Bakkt stockholder meeting for DTR Acquisition approval, whichever is earlier.
• An Amended and Restated Registration Rights Agreement was also executed on January 11, 2026, obligating Bakkt to file a registration statement for the resale of shares owned by ICEH (including warrant shares) and the DTR Consideration Shares within 5 business days after the DTR Acquisition Closing.
• The Amended and Restated Registration Rights Agreement provides demand rights for holders with at least $20.0 million of registrable securities and customary "piggyback" registration rights.

Sentiment

Score: 6

Explanation: The filing reflects a neutral to slightly positive sentiment. It details procedural updates related to a strategic acquisition and shareholder agreements, indicating ongoing corporate activity and institutional support. There are no immediate negative financial impacts, but also no direct positive financial results reported. The acquisition itself, if successful, could be positive, but this filing only covers the agreements supporting it.

Positives

• ICEH's commitment to vote in favor of the DTR Acquisition signals strong institutional support for Bakkt's strategic move.
• The Amended and Restated Registration Rights Agreement facilitates liquidity for major shareholders, including ICEH and DTR beneficial owners, which can be attractive for future investment.
• The conversion of preferred stock to common stock simplifies the capital structure.

Negatives

• The lock-up period for ICE Subject Shares (until 120 days post-DTR Purchase Agreement or stockholder meeting) restricts ICEH's flexibility to divest its holdings.

Risks

• The DTR Acquisition is subject to conditions set forth in the DTR Purchase Agreement, meaning it is not yet a certainty.
• The DTR Voting and Support Agreement can terminate under several conditions, including a change in recommendation by Bakkt's board or material changes to the DTR Purchase Agreement, which could jeopardize the acquisition.

Future Outlook

The filing indicates Bakkt's strategic move to acquire Distributed Technologies Research Global Ltd (DTR), supported by a major shareholder, Intercontinental Exchange Holdings, Inc. This suggests a future expansion or diversification of Bakkt's business, pending the closing of the DTR Acquisition. The new registration rights agreement also points to future potential liquidity events for significant shareholders.

Industry Context

This filing suggests Bakkt, a digital asset marketplace, is actively pursuing inorganic growth through acquisitions (DTR). This aligns with a broader trend in the fintech and digital asset space where companies seek to consolidate, expand their technological capabilities, or diversify their offerings to gain market share and achieve scale. ICE's continued significant stake and support underscore the strategic importance of Bakkt within the broader financial ecosystem, potentially leveraging ICE's infrastructure and market expertise.

Comparison to Industry Standards

• The 32.3% beneficial ownership by ICE/ICEH is a substantial stake, indicating a strong strategic partnership or controlling interest, which is common for parent companies or major institutional investors in spin-offs or strategic ventures.
• Voting and support agreements are standard practice in M&A transactions to secure shareholder approval, similar to those seen in numerous public company acquisitions.
• Registration rights agreements, providing demand and piggyback rights, are typical for significant shareholders, especially in SPAC mergers or strategic investments, to ensure a path to liquidity.

Corporate Governance

Related Party Transactions

• Intercontinental Exchange, Inc. (ICE) and Intercontinental Exchange Holdings, Inc. (ICEH) are significant beneficial owners of Bakkt Holdings, Inc.
• ICEH entered into a DTR Voting and Support Agreement and an Amended and Restated Registration Rights Agreement with Bakkt, DTR, and other stockholders, demonstrating ongoing dealings between a major shareholder and the Issuer.

Stakeholder Impact

• Shareholders: ICEH's commitment to vote for the DTR Acquisition provides stability and confidence in the strategic direction. The new registration rights agreement offers a path to liquidity for major shareholders.
• Management: The DTR Acquisition, if successful, will expand Bakkt's operations and strategic focus.
• DTR Shareholders: Will receive newly issued Bakkt Class A Common Stock as consideration for the acquisition.

Next Steps

• Bakkt stockholder meeting to obtain approval for the DTR Acquisition.
• Closing of the DTR Acquisition.
• Filing of a registration statement by Bakkt covering the resale of shares owned by ICEH and DTR Consideration Shares within 5 business days after the DTR Acquisition Closing.

Key Dates

Recommendation

This filing is primarily an update on beneficial ownership and procedural agreements related to a strategic acquisition. It confirms institutional support for Bakkt's DTR acquisition and outlines mechanisms for shareholder liquidity. While the acquisition itself could be a catalyst, this filing does not provide new financial performance data or significant unexpected events that would warrant a strong buy or sell recommendation. It reinforces the existing strategic direction and major shareholder alignment, suggesting a "hold" position as investors await further details on the acquisition's closing and its financial implications.

Keywords

Bakkt Holdings, Intercontinental Exchange, ICE, ICEH, Schedule 13D, beneficial ownership, DTR Acquisition, Distributed Technologies Research Global Ltd, voting agreement, registration rights, common stock, warrants, corporate governance