SCHEDULE: Bakkt Holdings Insider Lock-Up Agreement Filed Ahead of Follow-On Offering

Intercontinental Exchange Holdings, Inc. has entered into a 90-day lock-up agreement for Bakkt Holdings, Inc. shares in connection with a proposed follow-on public offering, while its overall beneficial ownership in Bakkt has decreased to 36.0%.

Summary

• Intercontinental Exchange Holdings, Inc. (ICEH) entered a 90-day lock-up agreement for Bakkt Holdings, Inc. (Bakkt) Class A common stock and related securities.
• The lock-up period begins on July 28, 2025, the date of the Underwriting Agreement for Bakkt's proposed follow-on public offering.
• ICEH and its affiliates are restricted from selling, transferring, pledging, hedging, or publicly disclosing intentions to dispose of Bakkt shares during this period, with specific exceptions for bona fide gifts, equity award exercises, and certain other transfers.
• Intercontinental Exchange, Inc. (ICE) and ICEH (Reporting Persons) collectively beneficially own 7,914,472 shares of Bakkt common stock, representing 36.0% of the total outstanding common stock as of July 30, 2025.
• This beneficial ownership includes 1,111,294 shares of Class A Common Stock and 6,803,178 shares of Class V Common Stock.
• The percentage of beneficial ownership in Class A Common Stock specifically is 7.5% (including 461,360 Warrant Shares exercisable on September 4, 2024).
• The Voting Agreement between ICEH and Bakkt has terminated because ICEH's voting power fell below 50% after the July 2025 Offering.

Sentiment

Score: 6

Explanation: The filing is largely procedural, detailing a lock-up agreement and updated ownership percentages in the context of a follow-on offering. The lock-up itself is a positive signal for the offering's stability, but the dilution and reduced control for ICEH are minor negatives. Overall, it's a neutral to slightly positive development as it facilitates capital raising.

Positives

• The lock-up agreement supports the stability of the upcoming follow-on public offering by preventing immediate insider selling from a major shareholder.
• The follow-on offering itself indicates Bakkt's intent to raise capital, which can be positive for growth and operations.

Negatives

• Intercontinental Exchange Holdings, Inc.'s voting power in Bakkt has fallen below 50%, leading to the termination of a previous Voting Agreement, which could reduce ICEH's influence over Bakkt's governance.
• Dilution of existing shareholders due to the issuance of additional Class A Common Stock in the July 2025 Offering.

Risks

• Potential for market instability if the lock-up agreement is waived or expires, leading to a significant volume of shares becoming available for sale.
• Dilution of existing shareholder value due to the issuance of new shares in the follow-on offering.
• Reduced control or influence for Intercontinental Exchange Holdings, Inc. over Bakkt's strategic decisions following the termination of the Voting Agreement.

Future Outlook

The filing indicates a planned follow-on public offering for Bakkt Holdings, Inc., which will involve the issuance of new shares of Class A common stock and/or pre-funded warrants. The lock-up agreement ensures that a significant shareholder, Intercontinental Exchange Holdings, Inc., will not sell its shares for 90 days following the offering, aiming to stabilize the market during this period.

Industry Context

This filing is specific to Bakkt Holdings, Inc., a company operating in the digital asset and cryptocurrency space. The follow-on offering and associated lock-up agreement are standard procedures for companies seeking to raise capital in public markets, reflecting a continued need for funding or strategic expansion within the evolving digital asset industry. The reduction in ICEH's voting power suggests a shift in the ownership structure and potentially a more distributed control over Bakkt, which is common as companies mature and conduct further offerings.

Comparison to Industry Standards

• The 90-day lock-up period is a standard practice in follow-on public offerings to prevent immediate downward pressure on the stock price from insider sales, aligning with typical market expectations for such transactions.
• The beneficial ownership structure, with a significant but non-controlling stake held by a major entity like Intercontinental Exchange, is common in spin-offs or companies with strong initial strategic investors.
• The termination of the Voting Agreement due to reduced voting power below a certain threshold is a standard contractual outcome when ownership percentages shift, reflecting a pre-defined governance mechanism.

Corporate Governance

Stakeholder Impact

• Shareholders: Existing shareholders will experience dilution due to the new shares issued in the follow-on offering. The lock-up agreement aims to protect the share price from immediate insider selling post-offering. The termination of the Voting Agreement means ICEH's influence is reduced, potentially shifting the balance of power among shareholders.
• Underwriters: The lock-up agreement provides assurance to the underwriters by limiting potential selling pressure from a major shareholder during the initial period after the offering.

Next Steps

• Completion of the proposed Underwriting Agreement for the Follow-On Public Offering.
• Execution of the Follow-On Public Offering by Bakkt Holdings, Inc.
• Expiration of the 90-day lock-up period for Intercontinental Exchange Holdings, Inc.

Key Dates

Recommendation

The filing primarily details a procedural lock-up agreement and an update to beneficial ownership in the context of a follow-on public offering. While the offering itself is a capital-raising event, this specific filing does not provide new financial performance data or strategic shifts that would warrant a strong buy or sell recommendation. The lock-up is a standard measure to support the offering, and the change in ICEH's voting power is a consequence of the offering's dilution. Investors should hold and monitor the outcome of the offering and subsequent financial reports for more substantive investment decisions.

Keywords

Bakkt Holdings, Intercontinental Exchange, ICEH, Lock-up Agreement, Follow-On Offering, Public Offering, Class A Common Stock, Schedule 13D, Beneficial Ownership, Share Dilution, Corporate Governance, Voting Agreement, Digital Assets, Cryptocurrency