BKKT insider filing details reorg, 465,890 preferred, $25.5 warrants
Filing Impact
Filing Sentiment
Form Type
4
Rhea-AI Filing Summary
Bakkt Holdings, Inc. (BKKT) filed a Form 4 reporting changes in Intercontinental Exchange Holdings, Inc.’s indirect holdings tied to a corporate reorganization. Following the transactions on 11/03/2025, ICEH beneficially owned 7,453,112 shares of Class A Common Stock indirectly.
Activity included the acquisition of 649,934 Class A shares and the exchange of 6,803,178 OpCo units into Class A shares on a one-for-one basis, eliminating Class V shares. ICEH also received 465,890 shares of Series A Non‑Voting Convertible Preferred Stock, which convert to Class A upon specified HSR events. Previously acquired Class 1 and Class 2 warrants were exchanged for equivalent Issuer warrants, each covering 230,680 shares at $25.5, immediately exercisable and expiring on 09/04/2029.
Positive
- None.
Negative
- None.
Insider Trade Summary
6,803,178 shares exercised/converted
Mixed
6 txns
Insider
Intercontinental Exchange, Inc.
Role
10% Owner
| Type | Security | Shares | Price | Value |
|---|---|---|---|---|
| Exercise | Bakkt Opco Units | 6,803,178 | $0.00 | -- |
| Other | Preferred Stock | 465,890 | $39.34 | $18.33M |
| Other | Class 1 Warrants (right to buy) | 230,680 | $0.00 | -- |
| Other | Class 2 Warrants (right to buy) | 230,680 | $0.00 | -- |
| Other | Class A Common Stock | 649,934 | $0.00 | -- |
| Exercise | Class A Common Stock | 6,803,178 | $0.00 | -- |
Holdings After Transaction:
Bakkt Opco Units — 0 shares (Indirect, See footnote);
Preferred Stock — 465,890 shares (Indirect, See footnote);
Class 1 Warrants (right to buy) — 230,680 shares (Indirect, See footnote);
Class 2 Warrants (right to buy) — 230,680 shares (Indirect, See footnote);
Class A Common Stock — 649,934 shares (Indirect, See footnote)
Footnotes (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. 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. 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). 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. 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. 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). 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.
FAQ
What did BKKT disclose in this Form 4?
It reported Intercontinental Exchange Holdings, Inc.’s indirect holdings after a reorganization, showing 7,453,112 Class A shares beneficially owned following the transactions.
What preferred stock did ICEH receive from BKKT?
ICEH received 465,890 shares of Series A Non‑Voting Convertible Preferred Stock, convertible to Class A upon HSR expiry/termination or a transfer to an unaffiliated party.
What warrants are reported and on what terms?
Class 1 and Class 2 warrants cover 230,680 shares each at $25.5, are immediately exercisable, and expire on 09/04/2029.
Did the reorganization change BKKT’s common stock structure?
Yes. The exchanges eliminated Class V shares, leaving a single class outstanding: Class A Common Stock.
Who is the reporting person on this filing?
The securities are held by Intercontinental Exchange Holdings, Inc., a wholly owned subsidiary of Intercontinental Exchange, Inc.