[Form 4/A] Bakkt Holdings, Inc. Amended Insider Trading Activity

Rhea-AI Filing Summary

Bakkt Holdings, Inc. reports updated ownership details for Intercontinental Exchange entities following a corporate reorganization completed on November 3, 2025. Through a series of mergers, Bakkt’s prior holding structure was consolidated so that only a single class of common stock, Class A, remains outstanding while preserving existing economic interests.

OpCo common units paired with Class V common stock were exchanged into Class A common stock, and Intercontinental Exchange Holdings, Inc. indirectly holds 7,453,112 shares of Class A common stock after these transactions. ICEH also received 465,890 shares of Series A Non-Voting Convertible Preferred Stock, which will automatically convert into Class A common stock upon satisfaction of Hart-Scott-Rodino waiting period conditions or transfer to an unaffiliated party. Existing Class 1 and Class 2 warrants, each for 230,680 shares of Class A common stock, were carried over as equivalent, immediately exercisable warrants. The report also corrects earlier coding and reporting-person details.

SEC Form 4

FORM 4

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

OMB APPROVAL

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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.

1. Name and Address of Reporting Person^*

Intercontinental Exchange, Inc.

(Last) (First) (Middle)

5660 NEW NORTHSIDE DRIVE

(Street)

ATLANTA GA 30328

(City) (State) (Zip)

2. Issuer Name and Ticker or Trading Symbol
Bakkt Holdings, Inc. [ BKKT ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

	Director	X	10% Owner
	Officer (give title below)		Other (specify below)

3. Date of Earliest Transaction (Month/Day/Year)
11/03/2025

4. If Amendment, Date of Original Filed (Month/Day/Year)
11/05/2025

6. Individual or Joint/Group Filing (Check Applicable Line)

	Form filed by One Reporting Person
X	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
			Code	V	Amount	(A) or (D)	Price
Class A Common Stock	11/03/2025		J(1)(2)		649,934	A	(2)	649,934	I	See footnote(4)
Class A Common Stock	11/03/2025		C(1)(3)(8)		6,803,178	A	(3)	7,453,112	I	See footnote(4)

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares
Bakkt Opco Units	(3)	11/03/2025		C(3)(8)			6,803,178	(3)	(3)	Class A Common Stock	6,803,178	(3)	0	I	See footnote(4)
Preferred Stock(1)(5)	(5)	11/03/2025		J(5)		465,890		(5)	(5)	Class A Common Stock	465,890	$39.34(6)	465,890	I	See footnote(4)
Class 1 Warrants (right to buy)	$25.5	11/03/2025		J(7)		230,680		11/03/2025	09/04/2029	Class A Common Stock	230,680	(7)	230,680	I	See footnote(4)
Class 2 Warrants (right to buy)	$25.5	11/03/2025		J(7)		230,680		11/03/2025	09/04/2029	Class A Common Stock	230,680	(7)	230,680	I	See footnote(4)

1. Name and Address of Reporting Person^*

Intercontinental Exchange, Inc.

(Last) (First) (Middle)

5660 NEW NORTHSIDE DRIVE

(Street)

ATLANTA GA 30328

(City) (State) (Zip)

Relationship of Reporting Person(s) to Issuer

	Director	X	10% Owner
	Officer (give title below)		Other (specify below)

1. Name and Address of Reporting Person^*

Intercontinental Exchange Holdings, Inc.

(Last) (First) (Middle)

5660 NEW NORTHSIDE DRIVE

(Street)

ATLANTA GA 30328

(City) (State) (Zip)

Relationship of Reporting Person(s) to Issuer

	Director	X	10% Owner
	Officer (give title below)		Other (specify below)

Explanation of Responses:

1. On November 3, 2025, pursuant to a reorganization (the "Reorganization"), Bakkt Holdings, Inc. (formerly known as Bakkt NewCo Holdings, Inc.) (the "Issuer") became the successor of Bakkt Intermediate Holdings, Inc. (formerly known as Bakkt Holdings, Inc.) ("Bakkt") pursuant to merger transactions in which a subsidiary of the Issuer merged with and into Bakkt, with Bakkt surviving and, immediately following such merger, a subsidiary of the Issuer merged with and into Bakkt OpCo Holdings LLC ("OpCo"), a subsidiary of Bakkt, with OpCo surviving. 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.

2. In accordance with the terms of the PubCo Merger Agreement (as defined in the Form 8K12B filed by the Issuer on November 3, 2025 (the "8-K")), (i) each share of Class A common stock of Bakkt ("Bakkt Class A Common Stock") issued and outstanding immediately prior to the effective time of the Holding Company Reorganization (as defined in the 8-K) (the "Holding Company Reorganization Effective Time") was converted automatically into the right to receive one validly issued, fully paid and non-assessable share of the Issuer's Class A Common Stock, having the same rights and limitations as the shares so converted, and (ii) each share of Class V common stock of Bakkt issued and outstanding immediately prior to the Holding Company Reorganization Effective Time was converted automatically into the right to receive one validly issued, fully paid and non-assessable share of the Issuer's Class V Common Stock, having the same rights and limitations as the shares so converted.

3. In accordance with the terms of the OpCo Merger Agreement (as defined in the 8-K), each outstanding common unit of OpCo ("OpCo Common Unit"), other than any OpCo Common Unit owned by Bakkt, together with one share of the Issuer's Class V Common Stock paired therewith, issued and outstanding immediately prior to the effective time of the OpCo Merger (the "OpCo Merger Effective Time") was exchanged for the right to receive one validly issued, fully paid and non-assessable share of the Issuer's Class A Common Stock, resulting in the elimination of the shares of the Issuer's Class V Common Stock and the Issuer having only a single class of common stock outstanding (the Class A Common Stock).

4. Intercontinental Exchange Holdings, Inc. ("ICEH") is the direct holder of the securities reflected in this Form 4. ICEH is a wholly owned subsidiary of Intercontinental Exchange, Inc. ("ICE").

5. Pursuant to the TRA Amendment and the Contribution Agreement, as amended (both defined in the 8-K), ICEH agreed that it would, immediately prior to the closing of the Reorganization, (i) contribute its rights under the TRA to the Issuer in exchange for a cash payment from the Issuer equal to the amount to which ICEH would otherwise be entitled under the TRA and (ii) ICEH would further contribute such cash to the Issuer in exchange for shares of the Issuer's Series A Non-Voting Convertible Preferred Stock (the Issuer's "Preferred Stock"). ICEH received 465,890 shares of the Issuer's Preferred Stock. These shares will be automatically converted into shares of the Issuer's Class A Common Stock upon the earlier of (i) the expiry or termination of the waiting period applicable to such conversion under the Hart-Scott-Rodino Antitrust Improvements Act of 1976 or (ii) a direct transfer to an unaffiliated party of the holder thereof.

6. Pursuant to the Contribution Agreement, the price at which ICEH received shares in exchange for its contribution was determined based on the "Minimum Price," as defined in NYSE Rule 312.04(h).

7. As previously reported on the Issuer's Form 4s, as filed on March 4, 2024, and April 29, 2024, ICEH acquired Class 1 and Class 2 Warrants from Bakkt. Each of Bakkt's Class 1 and Class 2 Warrants to purchase shares of Bakkt Class A Common Stock that was outstanding and unexercised prior to the Reorganization was exchanged for an equivalent immediately exercisable warrant to purchase the Issuer's Class A Common Stock.

8. On November 5, 2025, ICE filed a Form 4 that inadvertently did not include ICEH as an additional reporting person. The prior Form 4 also inadvertently included the transaction code "M" where "C" was appropriate. This amendment includes the correct reporting persons and transaction codes for the transactions reported therein.

	Intercontinental Exchange, Inc., By: /s/ Andrew Surdykowski, General Counsel	12/05/2025
	Intercontinental Exchange Holdings, Inc., By: /s/ Andrew Surdykowski, General Counsel	12/05/2025
	** Signature of Reporting Person	Date
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FAQ

What change at Bakkt Holdings (BKKT) triggered these ICE ownership updates?

A holding company reorganization on November 3, 2025 caused Bakkt’s former entities to merge into a new parent structure, making Bakkt Holdings, Inc. the parent of Bakkt and OpCo while keeping security holders’ proportionate economic interests the same.

How many Bakkt Class A shares does Intercontinental Exchange indirectly hold after the reorganization?

Following the reported transactions, Intercontinental Exchange Holdings, Inc. indirectly holds 7,453,112 shares of Bakkt Class A common stock through its position as the direct holder of the reported securities.

What is the significance of the 465,890 preferred shares reported for Bakkt (BKKT)?

ICEH received 465,890 shares of Series A Non-Voting Convertible Preferred Stock in exchange for its tax receivable agreement rights and related cash contribution, and these preferred shares will automatically convert into Class A common stock once Hart-Scott-Rodino clearance conditions are met or upon transfer to an unaffiliated party.

What happened to Bakkt’s Class V common stock and OpCo units in this transaction?

Each OpCo common unit paired with one share of Class V common stock was exchanged into one share of Bakkt’s Class A common stock at the OpCo merger effective time, eliminating Class V common stock so that only a single class of common stock, Class A, remains outstanding.

How were Bakkt’s Class 1 and Class 2 warrants affected by the reorganization?

Each previously outstanding and unexercised Class 1 and Class 2 warrant to purchase Bakkt Class A common stock was exchanged for an equivalent, immediately exercisable warrant to purchase the new issuer’s Class A common stock, covering 230,680 shares for each warrant class.

What correction does this amended ownership report make for Bakkt (BKKT)?

An earlier report filed on November 5, 2025 omitted Intercontinental Exchange Holdings, Inc. as a reporting person and used transaction code “M” instead of “C”; this amendment includes the correct reporting persons and transaction codes.

What is the relationship between Intercontinental Exchange and Bakkt after these transactions?

Intercontinental Exchange Holdings, Inc. is the direct holder of the reported Bakkt securities and is a wholly owned subsidiary of Intercontinental Exchange, Inc., giving ICE an indirect, large ownership stake and a director relationship at Bakkt Holdings, Inc.