Form 4: ICE Subsidiary Converts Bakkt Preferred Stock to Common

Intercontinental Exchange Holdings, a subsidiary of Intercontinental Exchange, converted 465,890 shares of Bakkt Holdings Series A 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, which was granted by the Federal Trade Commission.
• This transaction is part of a reorganization initiated on November 3, 2025, where ICEH contributed rights under a Tax Receivable Agreement (TRA) to Bakkt in exchange for a cash payment, which was then used to acquire the Preferred Stock.
• Following the conversion, ICEH indirectly holds 7,919,002 shares of Bakkt Class A Common Stock.
• ICEH also continues to indirectly hold 230,680 Class 1 Warrants and 230,680 Class 2 Warrants, both exercisable at $25.5 per share and expiring on September 4, 2029.

Sentiment

Score: 6

Explanation: The transaction is a routine conversion of preferred stock to common stock, simplifying the capital structure and increasing the common stock float. While not a direct positive for performance, it's a planned and expected event with minor positive implications for liquidity and transparency, and minor negative for dilution.

Positives

• Simplification of Bakkt's capital structure through the conversion of preferred stock to common stock.
• Increased liquidity for Bakkt's common stock as more shares become freely tradable in the market.

Negatives

• Potential for minor dilution to existing common shareholders due to the increase in outstanding common shares.

Future Outlook

The filing does not provide specific forward-looking statements or guidance beyond the details of the completed stock conversion and existing warrant holdings.

Industry Context

This Form 4 filing reflects a routine insider transaction related to a prior corporate reorganization. It does not provide broader industry context or trends, focusing solely on changes in beneficial ownership for a significant shareholder.

Related Party Transactions

• Intercontinental Exchange Holdings, Inc. (ICEH), a wholly-owned subsidiary of Intercontinental Exchange, Inc. (ICE), is a 10% owner and director of Bakkt Holdings, Inc. The transaction involves the conversion of Bakkt securities held by ICEH.

Stakeholder Impact

• Shareholders: Increased float of Class A Common Stock, potentially improving liquidity but also causing minor dilution.
• Company: Simplification of capital structure by reducing preferred stock.

Key Dates

Keywords

Bakkt Holdings, BKKT, Intercontinental Exchange, ICE, Insider Transaction, Form 4, Stock Conversion, Preferred Stock, Common Stock, Equity Ownership, SEC Filing