SCHEDULE: ICE Boosts Bakkt Stake, Backs DTR Acquisition

Intercontinental Exchange, Inc. and its subsidiary have updated their beneficial ownership in Bakkt Holdings, Inc., now holding 32.3% and supporting Bakkt's acquisition of Distributed Technologies Research Global Ltd.

Summary

• Intercontinental Exchange, Inc. (ICE) and Intercontinental Exchange Holdings, Inc. (ICEH) (collectively, "Reporting Persons") filed an Amendment No. 11 to their Schedule 13D.
• Reporting Persons beneficially own 8,380,362 shares of Bakkt Holdings, Inc. Class A Common Stock, representing 32.3% of the outstanding shares.
• This includes 461,360 Replacement Warrant Shares, which do not have voting power unless 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.
• ICEH entered into a Voting and Support Agreement to vote all of its shares in favor of Bakkt's acquisition of Distributed Technologies Research Global Ltd (DTR Acquisition).
• ICEH also agreed not to transfer its "ICE Subject Shares" for 120 days after the DTR Purchase Agreement date or until the Bakkt stockholder meeting for DTR Acquisition approval, whichever is earlier.
• An Amended and Restated Registration Rights Agreement was executed, obligating Bakkt to file a registration statement for the resale of shares held by ICEH and DTR Consideration Shares within 5 business days after the DTR Acquisition Closing.
• 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.

Sentiment

Score: 7

Explanation: The filing indicates strategic growth through an acquisition supported by a major institutional shareholder (ICE), which is generally positive. The registration rights agreement also provides future liquidity options. The temporary lock-up on ICE's shares is a minor negative, but overall, the strategic direction and strong backing are favorable.

Positives

• ICEH's commitment to vote in favor of the DTR Acquisition signals strong institutional support for Bakkt's strategic growth initiatives.
• The DTR Acquisition, if completed, could expand Bakkt's business offerings and market presence in the digital asset space.
• The Amended and Restated Registration Rights Agreement provides liquidity pathways for major shareholders, including ICEH, which can be seen as a positive for investor confidence and future capital access.
• The conversion of Convertible Preferred Stock to Class A Common Stock simplifies ICEH's equity structure in Bakkt.

Negatives

• ICEH's agreement not to transfer its "ICE Subject Shares" for a period (up to 120 days or until the stockholder meeting) imposes a temporary lock-up, potentially limiting liquidity for a significant block of shares.

Risks

• The DTR Acquisition is subject to conditions set forth in the DTR Purchase Agreement, meaning there is a risk it may not close.
• The DTR Voting and Support Agreement can terminate under several conditions, including the termination of the DTR Purchase Agreement or any change in recommendation by Bakkt's board of directors regarding the acquisition.
• The value of the DTR Consideration Shares (newly issued Class A Common Stock) is subject to market fluctuations, impacting the value received by DTR shareholders and potentially diluting existing Bakkt shareholders.

Future Outlook

Bakkt Holdings, Inc. plans to acquire Distributed Technologies Research Global Ltd (DTR) by issuing new Class A Common Stock. Intercontinental Exchange Holdings, Inc. has committed to vote its shares in favor of this acquisition and will be subject to a temporary transfer restriction on its shares. Following the acquisition, Bakkt will be obligated to file a registration statement to facilitate the resale of shares held by ICEH and the DTR Consideration Shares.

Industry Context

This filing indicates Bakkt's continued strategic expansion in the digital asset and fintech space through acquisitions. The involvement and continued significant ownership by Intercontinental Exchange (ICE), a major global exchange operator, reinforces institutional confidence and potential for integration within broader financial markets, which is a key trend in the evolving digital asset industry. The acquisition of DTR suggests a move to enhance or diversify Bakkt's technology or service offerings.

Corporate Governance

Related Party Transactions

• Intercontinental Exchange, Inc. (ICE) and Intercontinental Exchange Holdings, Inc. (ICEH) are significant beneficial owners of Bakkt Holdings, Inc. and are entering into agreements (Voting and Support Agreement, Amended and Restated Registration Rights Agreement) directly with Bakkt and other parties related to the DTR Acquisition.
• Mr. Naheta, a beneficial owner of DTR, is also a party to the DTR Purchase Agreement and the Amended and Restated Registration Rights Agreement.

Stakeholder Impact

• Shareholders: Existing Bakkt shareholders will experience dilution from the issuance of new Class A Common Stock for the DTR Acquisition. They will also benefit from the strategic growth potential of the DTR acquisition and the continued strong backing of ICE. The registration rights agreement could lead to increased share availability in the market over time.
• ICE/ICEH: Their beneficial ownership remains significant, and they are actively supporting Bakkt's strategic moves, reinforcing their investment. They gain liquidity options through the registration rights agreement, albeit with a temporary lock-up.
• DTR: Its shareholders (including Mr. Naheta) will become Bakkt shareholders, gaining public market exposure and liquidity for their new shares via the registration rights agreement.

Next Steps

• Bakkt stockholder meeting to obtain approval for the DTR Acquisition.
• Closing of the DTR Acquisition (DTR Acquisition Closing).
• Within 5 business days after DTR Acquisition Closing, Bakkt is obligated to file a registration statement covering the resale of shares held by ICEH and the DTR Consideration Shares.

Key Dates

Recommendation

The filing details a strategic acquisition and the continued strong support from a major institutional investor, Intercontinental Exchange. This indicates a positive long-term outlook for Bakkt's strategic direction and growth in the digital asset space. However, the immediate impact on share price from the acquisition (potential dilution from new shares) and the temporary lock-up on ICE's shares create some near-term uncertainty. Given the strategic nature of the news and the strong institutional backing, a "hold" recommendation is appropriate for investors to observe the integration of DTR and the execution of Bakkt's expanded strategy.

Keywords

Bakkt Holdings, Intercontinental Exchange, ICE, Schedule 13D, beneficial ownership, DTR Acquisition, Distributed Technologies Research Global Ltd, voting agreement, registration rights, digital assets, fintech, equity, SEC filing