SCHEDULE: ICE's Bakkt Stake Dips to 27% Amid Dilution

Intercontinental Exchange's beneficial ownership in Bakkt, Inc. has decreased to 27.0% due to dilution from Bakkt's recent issuance of additional Class A Common Stock.

Summary

• Intercontinental Exchange, Inc. (ICE) and its subsidiary, Intercontinental Exchange Holdings, Inc. (ICEH), collectively report beneficial ownership of 8,380,362 shares of Bakkt, Inc.'s Class A Common Stock.
• This represents 27.0% of Bakkt's outstanding Class A Common Stock.
• The decrease in percentage ownership is attributed to dilution from Bakkt's issuance of additional shares since the previous filing (Amendment No. 11).
• The calculation is based on 30,562,092 shares of Bakkt's Class A Common Stock outstanding as of March 2, 2026.
• The reported shares include 461,360 Replacement Warrant Shares, which do not carry voting power unless ICEH exercises its right to acquire them.
• Reporting Persons have not engaged in any transactions involving Bakkt's Class A Common Stock in the past 60 days.

Sentiment

Score: 5

Explanation: StockSavvy.ai views this as a neutral filing for ICE, as it's a mandatory disclosure of a passive dilution event, neither inherently positive nor negative for ICE's operational performance, but slightly negative for its proportional ownership.

Negatives

• Intercontinental Exchange's beneficial ownership percentage in Bakkt, Inc. has decreased to 27.0% from a previously higher, undisclosed percentage, due to dilution from Bakkt's issuance of new shares.

Risks

• Dilution of existing shareholder stakes, including that of Intercontinental Exchange, due to the issuance of additional shares by Bakkt, Inc.
• The voting power of 461,360 Replacement Warrant Shares is contingent on Intercontinental Exchange Holdings, Inc. exercising its right to acquire them, meaning they currently do not contribute to voting control.
• Intercontinental Exchange is restricted from transferring its "ICE Subject Shares" until 120 days after the DTR Purchase Agreement date or the Bakkt stockholder meeting for DTR Acquisition approval, limiting liquidity for those shares.

Future Outlook

The filing notes that Intercontinental Exchange has agreed not to transfer certain shares (ICE Subject Shares) until either 120 days after the DTR Purchase Agreement date or the Bakkt stockholder meeting for the DTR Acquisition, indicating future events related to these shares and the DTR Acquisition.

Industry Context

StockSavvy.ai notes that Schedule 13D filings are standard disclosures for significant shareholders, and amendments like this one, driven by dilution, are common when an issuer raises capital or issues new shares. For Bakkt, the dilution indicates a capital-raising event, which is typical for growth-stage companies in the digital asset and fintech space. For ICE, maintaining a substantial, albeit diluted, stake suggests continued strategic interest in Bakkt's operations, aligning with broader trends of established financial institutions investing in emerging digital asset infrastructure.

Comparison to Industry Standards

• The 27.0% beneficial ownership stake held by Intercontinental Exchange in Bakkt, Inc. remains a significant strategic investment, comparable to major institutional holdings seen in other fintech ventures.
• The dilution event itself is a common occurrence in the growth phase of companies like Bakkt, which often issue new equity to fund operations or expansion, similar to how many early-stage technology companies, such as Coinbase or Robinhood in their pre-IPO or early public stages, have managed capital.
• The inclusion of warrant shares (461,360) in the beneficial ownership calculation, with contingent voting rights, is a standard practice in investment agreements, reflecting potential future equity conversion, akin to convertible notes or warrants issued by companies like Block (formerly Square) or PayPal in their strategic investments.

Stakeholder Impact

• Shareholders (Bakkt): Existing shareholders, including ICE, have experienced dilution of their ownership percentage due to the issuance of new shares.
• Shareholders (ICE): The filing provides transparency regarding ICE's continued significant, albeit slightly reduced, stake in Bakkt.

Next Steps

• Intercontinental Exchange is restricted from transferring certain shares until 120 days after the DTR Purchase Agreement date or the Bakkt stockholder meeting for DTR Acquisition approval.
• Intercontinental Exchange Holdings, Inc. may exercise its right to acquire Replacement Warrant Shares, which would then grant voting power to those shares.

Key Dates

Recommendation

This filing is a routine disclosure of a passive dilution event for Intercontinental Exchange's stake in Bakkt, Inc. It does not indicate a change in ICE's strategic intent or Bakkt's operational performance. While the percentage ownership has decreased, ICE remains a significant stakeholder. Investors should hold their position, awaiting further operational updates from Bakkt or strategic announcements from ICE regarding their investment.

Keywords

Bakkt, Intercontinental Exchange, ICE, Schedule 13D, Beneficial Ownership, Class A Common Stock, Dilution, SEC Filing, Equity Stake, Warrants