Bakkt Holdings (NYSE: BKKT) major holder gets 465,890 Class A shares, holds warrants

Rhea-AI Filing Summary

Bakkt Holdings, Inc. (BKKT) reported a significant equity conversion involving a major shareholder. Intercontinental Exchange Holdings, Inc. (ICEH), a director and more than 10% owner, acquired 465,890 shares of Bakkt Class A common stock on December 3, 2025.

The shares came from ICEH’s Series A Non-Voting Convertible Preferred Stock, received as part of Bakkt’s November 3, 2025 reorganization. ICEH contributed its rights under a tax receivable agreement to Bakkt, received a cash payment equal to its entitlement, and then contributed that cash back for 465,890 preferred shares, which automatically converted into Class A common stock after early termination of the Hart-Scott-Rodino waiting period by the Federal Trade Commission on December 3, 2025.

Following the transaction, ICEH indirectly beneficially owned 7,919,002 Class A shares. ICEH also holds Class 1 and Class 2 warrants, each covering 230,680 Class A shares at an exercise price of $25.5 per share, exercisable from November 3, 2025 until September 4, 2029.

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

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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)
12/03/2025

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

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	12/03/2025		C(1)		465,890	A	(1)	7,919,002	I	See footnote(2)

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
Preferred Stock(1)	(1)	12/03/2025		C(1)			465,890	(1)	(1)	Class A Common Stock	465,890	(1)	0	I	See footnote(2)
Class 1 Warrants (right to buy)	$25.5							11/03/2025	09/04/2029	Class A Common Stock	230,680		230,680	I	See footnote(2)
Class 2 Warrants (right to buy)	$25.5							11/03/2025	09/04/2029	Class A Common Stock	230,680		230,680	I	See footnote(2)

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. In connection with the Issuer's November 3, 2025 reorganization, pursuant to the TRA Amendment and the Contribution Agreement, as amended (both as defined in the Form 8K12B filed by the Issuer on November 3, 2025), ICEH contributed its rights under the TRA (as defined in such Form 8K12B) to the Issuer in exchange for a cash payment from the Issuer equal to the amount which ICEH was otherwise entitled under the TRA and ICEH further contributed such cash to the Issuer in exchange for 465,890 shares of the Issuer's Series A Non-Voting Convertible Preferred Stock (the "Preferred Stock"). These shares of Preferred Stock automatically converted into shares of the Issuer's Class A Common Stock upon the early termination of the waiting period applicable to such conversion under the Hart-Scott-Rodin Antitrust Improvements Act of 1976, granted by the Federal Trade Commission on December 3, 2025.

2. 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.

	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 insider transaction did Bakkt Holdings (BKKT) report on December 3, 2025?

On December 3, 2025, Intercontinental Exchange Holdings, Inc. (ICEH) acquired 465,890 shares of Bakkt Class A common stock through the automatic conversion of Series A Non-Voting Convertible Preferred Stock.

Who is the reporting person in this Bakkt (BKKT) Form 4 and what is their role?

The reporting person is Intercontinental Exchange Holdings, Inc. (ICEH), which is a director and more than 10% owner of Bakkt Holdings, Inc. ICEH is a wholly owned subsidiary of Intercontinental Exchange, Inc.

How did Intercontinental Exchange Holdings receive the 465,890 preferred shares of Bakkt?

In connection with Bakkt’s November 3, 2025 reorganization, ICEH contributed its rights under a tax receivable agreement to Bakkt in exchange for a cash payment equal to its entitlement, then contributed that cash back to Bakkt for 465,890 shares of Series A Non-Voting Convertible Preferred Stock.

What triggered the conversion of Bakkt’s Series A Preferred Stock into Class A common stock?

The Series A Non-Voting Convertible Preferred Stock automatically converted into Bakkt Class A common stock upon the early termination of the waiting period under the Hart-Scott-Rodino Antitrust Improvements Act of 1976, granted by the Federal Trade Commission on December 3, 2025.

How many Bakkt Class A shares does Intercontinental Exchange Holdings beneficially own after this transaction?

After the reported transaction, Intercontinental Exchange Holdings, Inc. beneficially owned 7,919,002 Bakkt Class A common shares, held indirectly.

What Bakkt-related derivative securities does Intercontinental Exchange Holdings hold?

ICEH holds warrants labeled Class 1 Warrants and Class 2 Warrants, each exercisable for 230,680 Bakkt Class A common shares at an exercise price of $25.5 per share, exercisable from November 3, 2025 until September 4, 2029.