SCHEDULE: Intercontinental Exchange Updates Stake in Bakkt Holdings, Reflecting Dilution from New Share Issuances

Intercontinental Exchange and its subsidiary have updated their beneficial ownership in Bakkt Holdings, Inc. to 54.2% of total common stock, a change primarily driven by dilution from Bakkt's recent Class A share issuances.

Summary

• Intercontinental Exchange, Inc. (ICE) and Intercontinental Exchange Holdings, Inc. (ICEH) jointly filed Amendment No. 6 to their Schedule 13D regarding their beneficial ownership in Bakkt Holdings, Inc.
• The Reporting Persons beneficially own an aggregate of 7,914,472 shares of Bakkt Holdings, Inc. common stock.
• This ownership comprises 1,111,294 shares of Class A Common Stock and 6,803,178 shares of Class V Common Stock.
• The total beneficial ownership represents 54.2% of the combined Class A and Class V Common Stock outstanding.
• The percentage is based on 6,969,532 Class A shares outstanding as of June 17, 2025, and 7,177,076 Class V shares outstanding as of May 9, 2025, totaling 14,146,608 shares.
• The change in percentage ownership is due to dilution from Bakkt's issuance of additional Class A Common Stock, not from any disposition by the Reporting Persons.
• Reporting Persons have not conducted any transactions in Bakkt's Class A or Class V Common Stock in the past 60 days.
• The beneficial ownership includes 461,360 Class A shares underlying acquired warrants that became exercisable on September 4, 2024.
• Despite majority ownership, the Reporting Persons' voting power is reduced to 30% for certain matters as long as they own 50% or more of the total voting power, as per a Voting Agreement.

Sentiment

Score: 6

Explanation: The document is a routine compliance filing updating ownership percentages due to dilution. It indicates continued significant ownership by ICE, which is stable, but also notes a slight reduction in percentage due to Bakkt's share issuances and a capped voting power for ICE. This suggests a neutral to slightly positive sentiment, as the core investment remains strong despite minor percentage shifts and governance nuances.

Positives

• Intercontinental Exchange (ICE) maintains a significant majority stake (54.2%) in Bakkt Holdings, Inc., indicating continued strategic interest and control.
• The filing clarifies that the change in percentage ownership is due to dilution from Bakkt's share issuances, not a reduction in ICE's holdings, suggesting stability in their investment.
• ICE has not sold any Bakkt shares in the past 60 days, reinforcing a stable long-term investment stance.

Negatives

• The beneficial ownership percentage of Intercontinental Exchange in Bakkt Holdings, Inc. has decreased due to dilution from Bakkt's issuance of additional Class A Common Stock, which could imply a slight reduction in relative control or value per share if not offset by other factors.
• The voting power of Intercontinental Exchange Holdings, Inc. and its affiliates is capped at 30% for certain stockholder matters, despite owning over 50% of the total voting power, which limits their direct influence on some corporate decisions.

Risks

• Dilution of existing shareholder stakes due to the Issuer's issuance of additional Class A Common Stock.
• The Voting Agreement limits the voting power of Intercontinental Exchange Holdings, Inc. and its affiliates to 30% on certain stockholder matters, even if they own more than 50% of the total voting power, potentially impacting their ability to unilaterally control all corporate decisions.
• Warrant Shares do not confer voting power until exercised, meaning potential future dilution and voting shifts upon exercise.

Future Outlook

The document primarily provides a historical update on ownership percentages and does not contain explicit forward-looking statements or guidance regarding Bakkt's future performance or strategic direction. It notes that acquired warrants became exercisable on September 4, 2024, and that warrant shares will not have voting power unless exercised. The Voting Agreement's terms regarding voting power reduction will continue as long as ICEH and its affiliates own 50% or more of Bakkt's total voting power.

Industry Context

This filing is a routine ownership disclosure (Schedule 13D/A) by a major shareholder (Intercontinental Exchange) in a digital asset platform company (Bakkt Holdings). It reflects the ongoing relationship and investment structure between a traditional financial infrastructure giant and a newer player in the digital assets space. The dilution mentioned is a common occurrence when companies issue new shares, and it doesn't inherently signal a shift in industry trends, but rather a specific corporate action by Bakkt.

Comparison to Industry Standards

• The 54.2% beneficial ownership by Intercontinental Exchange (ICE) in Bakkt Holdings, Inc. is a significant majority stake, which is common for strategic investors or parent companies maintaining control over a subsidiary or a key investment. For example, similar control stakes are seen in companies like Visa's investment in Plaid (though that was an acquisition attempt) or large institutional holdings in fintech startups.
• The voting power limitation to 30% for ICE, despite majority ownership, is an unusual but not unprecedented corporate governance mechanism, often implemented to ensure a degree of independent governance or to satisfy regulatory requirements, similar to dual-class share structures or specific shareholder agreements seen in companies like Google (Alphabet) or Meta (Facebook) where founders retain outsized voting control, or in joint ventures where control is shared despite unequal economic interests.
• The exchangeability of Bakkt Opco Common Units for Class A Common Stock is a standard structure for companies that went public via a SPAC merger (like Bakkt), allowing original private equity holders to convert their interests into publicly traded shares over time. This is comparable to the Up-C structure used by many companies, including those in the financial technology sector.

Corporate Governance

Related Party Transactions

• Directors of Intercontinental Exchange (Hon. Sharon Y. Bowen, Thomas E. Noonan, Jeffrey C. Sprecher) beneficially own shares of Bakkt Class A Common Stock, Class V Common Stock, and Bakkt Opco Common Units.
• Jeffrey C. Sprecher's beneficial ownership is indirect through his spouse's holdings of vested incentive units in Bakkt Management.
• Intercontinental Exchange and Intercontinental Exchange Holdings, Inc. specifically disclaim beneficial ownership over these shares and units held by the listed individuals.

Stakeholder Impact

• Shareholders: Existing Class A shareholders may experience slight dilution in their percentage ownership due to Bakkt's issuance of new shares. The continued majority ownership by ICE provides a degree of stability and strategic alignment.
• Management: The Voting Agreement's cap on ICE's voting power may provide Bakkt's management with more autonomy in certain decisions, even with a majority shareholder.
• Employees: No direct impact mentioned, but stability from a major shareholder can indirectly benefit employee confidence.

Next Steps

• Continued monitoring of Bakkt Holdings, Inc.'s future Class A Common Stock issuances and their impact on Intercontinental Exchange's beneficial ownership percentage.
• Observation of any potential exercise of the Acquired Warrants by Intercontinental Exchange Holdings, Inc. and the subsequent impact on voting power.
• Monitoring of Bakkt Holdings, Inc.'s financial performance and strategic initiatives, which may influence the value of Intercontinental Exchange's stake.

Key Dates

Recommendation

Keywords

Bakkt Holdings, Intercontinental Exchange, ICE, Schedule 13D, Beneficial Ownership, Class A Common Stock, Class V Common Stock, Dilution, SEC Filing, Corporate Governance, Voting Agreement, Warrants