Form 4: Intercontinental Exchange Converts Bakkt Preferred Stock

Intercontinental Exchange Holdings, a subsidiary of Intercontinental Exchange, converted 465,890 shares of Bakkt Holdings Series A Non-Voting Convertible Preferred Stock into Class A Common Stock.

Summary

• Intercontinental Exchange Holdings, Inc. (ICEH), a wholly-owned subsidiary of Intercontinental Exchange, Inc. (ICE), converted 465,890 shares of Bakkt Holdings, Inc. (BKKT) Series A Non-Voting Convertible Preferred Stock into Class A Common Stock.
• The conversion occurred on December 3, 2025, following the early termination of the Hart-Scott-Rodin Antitrust Improvements Act of 1976 waiting period, granted by the Federal Trade Commission on the same date.
• This transaction was part of Bakkt's November 3, 2025 reorganization, pursuant to a TRA Amendment and Contribution Agreement.
• ICEH contributed its rights under the TRA to Bakkt in exchange for a cash payment, which ICEH then contributed back to Bakkt in exchange for the Preferred Stock, which subsequently converted.
• Following the transaction, ICEH beneficially owns 7,919,002 shares of Bakkt Class A Common Stock indirectly through ICE.
• ICEH also holds 230,680 Class 1 Warrants and 230,680 Class 2 Warrants, both exercisable at $25.50 per share, expiring on September 4, 2029.

Sentiment

Score: 6

Explanation: The filing reports a routine, pre-planned conversion of preferred stock to common stock by a significant shareholder, which is generally a neutral to slightly positive event as it simplifies the capital structure and solidifies common equity ownership. No new risks or negative financial implications are indicated.

Positives

• The conversion of preferred stock to common stock simplifies the capital structure for Bakkt and increases Intercontinental Exchange's direct common equity stake.
• The transaction was completed following regulatory approval from the Federal Trade Commission, indicating compliance with antitrust requirements.

Future Outlook

Intercontinental Exchange Holdings, Inc. continues to hold Class 1 and Class 2 Warrants, which provide the right to purchase additional Bakkt Class A Common Stock at an exercise price of $25.50 per share until their expiration on September 4, 2029.

Industry Context

This filing reflects a routine capital structure adjustment and ownership update for a significant shareholder in the digital asset and cryptocurrency services industry. Such conversions are common for early investors or strategic partners as companies mature or undergo reorganizations, aligning the investor's stake more directly with common equity.

Related Party Transactions

• The transaction involves Intercontinental Exchange Holdings, Inc. (ICEH), a wholly-owned subsidiary of Intercontinental Exchange, Inc. (ICE), which is a 10% owner and Director of Bakkt Holdings, Inc. This constitutes a related party transaction.

Stakeholder Impact

• Shareholders: Intercontinental Exchange's indirect common equity stake in Bakkt has increased, potentially signaling continued commitment from a major strategic partner.
• Company: The conversion simplifies Bakkt's capital structure by reducing outstanding preferred stock.

Next Steps

• Potential future exercise of Class 1 and Class 2 Warrants by Intercontinental Exchange Holdings, Inc. prior to their expiration on September 4, 2029.

Key Dates

Keywords

Bakkt Holdings, Intercontinental Exchange, ICEH, BKKT, Preferred Stock Conversion, Class A Common Stock, SEC Form 4, Beneficial Ownership, Warrants, Corporate Reorganization