Form 4: Intercontinental Exchange Reports Bakkt Reorganization Ownership

Intercontinental Exchange, Inc. filed a Form 4 detailing its beneficial ownership changes in Bakkt Holdings, Inc. following a corporate reorganization that did not alter proportionate economic interests.

Summary

• Intercontinental Exchange, Inc. (ICE) reported changes in its beneficial ownership of Bakkt Holdings, Inc. (BKKT) following a corporate reorganization on November 3, 2025.
• The reorganization involved Bakkt Holdings, Inc. becoming the successor to Bakkt Intermediate Holdings, Inc. and the parent holding company of Bakkt and OpCo.
• The reorganization did not alter the proportionate economic interests of security holders.
• Intercontinental Exchange Holdings, Inc. (ICEH), a wholly-owned subsidiary of ICE, now indirectly holds 7,453,112 shares of Bakkt's Class A Common Stock.
• This total includes 649,934 shares acquired through a merger/exchange and 6,803,178 shares acquired through the conversion of derivative securities.
• ICEH also acquired 465,890 shares of Bakkt's Series A Non-Voting Convertible Preferred Stock at a price of $39.34 per share, which are convertible into Class A Common Stock.
• Additionally, ICEH acquired 230,680 Class 1 Warrants and 230,680 Class 2 Warrants, both exercisable at $25.5 and expiring on September 4, 2029, exchanged for equivalent warrants from the prior structure.
• The reorganization eliminated Bakkt's Class V Common Stock, resulting in only Class A Common Stock outstanding.

Sentiment

Score: 6

Explanation: The filing reports a corporate reorganization that is explicitly stated not to alter proportionate economic interests, suggesting a neutral to slightly positive impact due to capital structure simplification. The capital raise through preferred stock issuance is a positive for the company's financial flexibility, though the details of the TRA and cash amount are not fully disclosed here.

Positives

• The reorganization did not alter the proportionate economic interests of security holders, indicating a neutral impact on existing ownership stakes.
• Simplification of capital structure by eliminating Class V Common Stock, resulting in a single class of common stock (Class A Common Stock) outstanding.

Risks

• Conversion of Preferred Stock into Class A Common Stock is subject to the expiry or termination of the waiting period applicable to such conversion under the Hart-Scott-Rodino Antitrust Improvements Act of 1976 or a direct transfer to an unaffiliated party.

Future Outlook

The Series A Non-Voting Convertible Preferred Stock will automatically convert into Class A Common Stock upon the earlier of the expiry or termination of the Hart-Scott-Rodino Antitrust Improvements Act of 1976 waiting period or a direct transfer to an unaffiliated party.

Management Comments

• The mergers resulted in the Issuer becoming the parent holding company of Bakkt and OpCo but did not alter the proportionate economic interests of security holders.

Industry Context

This filing reflects a corporate restructuring within the financial technology and digital asset sector, where companies like Bakkt are evolving their corporate structures to optimize operations or simplify ownership. Intercontinental Exchange's continued significant ownership indicates its strategic interest in Bakkt's digital asset initiatives.

Comparison to Industry Standards

• The reorganization, which maintained proportionate economic interests, is a standard practice in corporate restructurings designed to optimize legal or operational structures without immediate dilution or significant value transfer.
• The use of NYSE Rule 312.04(h) 'Minimum Price' for the preferred stock issuance is a standard regulatory compliance measure for transactions involving significant equity issuances.
• The conversion of preferred stock subject to HSR Act clearance is a common regulatory requirement for transactions that could potentially raise antitrust concerns, ensuring fair market competition.

Corporate Governance

Related Party Transactions

• Intercontinental Exchange Holdings, Inc. (ICEH), a wholly-owned subsidiary of Intercontinental Exchange, Inc. (the reporting person and a 10% owner/director of Bakkt), engaged in transactions with Bakkt Holdings, Inc. as part of the reorganization.
• ICEH contributed its rights under a Tax Receivable Agreement (TRA) to Bakkt in exchange for cash, and then contributed that cash back to Bakkt for Preferred Stock.
• The price for the Preferred Stock was determined based on NYSE Rule 312.04(h) 'Minimum Price'.

Stakeholder Impact

• Shareholders: Proportionate economic interests were not altered by the reorganization. The simplification of the capital structure to a single class of common stock (Class A) could be viewed positively for clarity and liquidity.
• Intercontinental Exchange, Inc. (as a major investor): Maintained its economic interest and converted its holdings into the new structure, including acquiring convertible preferred stock and equivalent warrants.

Next Steps

• Conversion of Series A Non-Voting Convertible Preferred Stock into Class A Common Stock upon the earlier of HSR waiting period expiry/termination or direct transfer to an unaffiliated party.

Key Dates

Recommendation

The filing details a corporate reorganization that explicitly states it did not alter the proportionate economic interests of security holders. This suggests a neutral event from an investment perspective, primarily a structural change rather than a performance indicator. While the capital structure simplification and the preferred stock issuance are noted, without further financial or operational context, a 'hold' recommendation is appropriate as this filing alone does not present new information warranting a change in investment thesis.

Keywords

Bakkt Holdings, Intercontinental Exchange, BKKT, ICE, Form 4, Beneficial Ownership, Reorganization, Class A Common Stock, Preferred Stock, Warrants, Corporate Governance, SEC Filing