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

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

Summary

• This Form 4/A is an amendment to a Form 4 originally filed on November 5, 2025, by Intercontinental Exchange, Inc. (ICE).
• The amendment corrects the original filing by adding Intercontinental Exchange Holdings, Inc. (ICEH) as an additional reporting person and changing an inadvertently included transaction code from 'M' to 'C'.
• The filing details transactions that occurred on November 3, 2025, as part of a reorganization where Bakkt Holdings, Inc. became the parent holding company of Bakkt and OpCo.
• Intercontinental Exchange Holdings, Inc. (ICEH), a wholly-owned subsidiary of ICE, is the direct holder of the securities reported.
• ICEH acquired 649,934 shares of Bakkt Holdings' Class A Common Stock via a 'J' transaction code.
• ICEH acquired 6,803,178 shares of Bakkt Holdings' Class A Common Stock via a 'C' transaction code, primarily from the exchange of OpCo Common Units and Class V Common Stock.
• Following these transactions, ICEH beneficially owns a total of 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, which are automatically convertible into Class A Common Stock.
• ICEH holds 230,680 Class 1 Warrants and 230,680 Class 2 Warrants, each exercisable to purchase Class A Common Stock at $25.5 per share, with an expiration date of September 4, 2029.

Sentiment

Score: 5

Explanation: The filing is neutral in sentiment as it is an amendment to correct previously reported ownership details and does not contain new performance data or strategic announcements.

Positives

• The amendment provides increased transparency and accuracy regarding the beneficial ownership structure of Bakkt Holdings, Inc. following the reorganization.
• The correction of transaction codes and reporting persons ensures compliance with SEC regulations.

Negatives

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

Future Outlook

The filing does not contain specific forward-looking statements or guidance regarding future financial performance or strategic direction, beyond the automatic conversion of preferred stock and the exercisability of warrants.

Management Comments

• Andrew Surdykowski, General Counsel for Intercontinental Exchange, Inc. and Intercontinental Exchange Holdings, Inc., signed the amendment.

Industry Context

This filing primarily concerns a specific corporate reorganization and ownership structure within Bakkt Holdings, Inc., and its relationship with Intercontinental Exchange. It does not provide broader industry trends or competitive analysis.

Corporate Governance

Related Party Transactions

• Intercontinental Exchange, Inc. (ICE) and its wholly-owned subsidiary Intercontinental Exchange Holdings, Inc. (ICEH) are 10% owners and directors of Bakkt Holdings, Inc. The reported transactions, including the reorganization, stock conversions, and warrant exchanges, occurred between these related parties as part of a pre-existing arrangement.

Stakeholder Impact

• Shareholders: The amendment clarifies the beneficial ownership structure of Bakkt Holdings, Inc., providing a more accurate picture of ICE's indirect holdings through ICEH.

Next Steps

• The Series A Non-Voting Convertible Preferred Stock held by ICEH will automatically convert into shares of Class A Common Stock upon the earlier of the expiry or termination of the waiting period under the Hart-Scott-Rodino Act or a direct transfer to an unaffiliated party.
• Class 1 and Class 2 Warrants held by ICEH remain exercisable until their expiration date of September 4, 2029.

Key Dates

Keywords

Bakkt Holdings, Intercontinental Exchange, SEC Form 4/A, Ownership Amendment, Stock Conversion, Warrants, Corporate Reorganization, Class A Common Stock, Preferred Stock