Bakkt Inc SEC Filings

Bakkt Holdings (BKKT) filed a Form 3 for a director, disclosing initial beneficial ownership tied to equity awards. The filing lists 4,809 units in Table I, noted as restricted stock units (RSUs). Each RSU represents a right to receive one share of Class A Common Stock.

According to the footnote, 100% of the RSUs vest on June 17, 2026, provided the reporting person continues service through that date. Ownership is reported as Direct (D). The event date is October 19, 2025.

Bakkt Holdings, Inc. filed an 8-K announcing an amended management stock option proposal that reduces the aggregate grant from 7,450,000 Options to 2,000,000 Options, to be voted at the reconvened special meeting on October 31, 2025 at 1:00 p.m. ET. The Board and Compensation Committee made the changes after discussions with shareholders and advisors.

The Options carry a $10.00 exercise price, with one-eighth becoming exercisable each quarter as “Committed Options”; failure to exercise a quarterly commitment forfeits all remaining Options. For any quarter the Committed Options are exercised, additional “Optional Exercise Options” become exercisable for up to one year. Early exercise is permitted after the first quarter following stockholder approval, with a lock-up until the originally scheduled dates. Forfeited Options may be reallocated for future grants to service providers on the same terms.

As of the record date, 15,934,137 Class A and 7,177,076 Class V shares were outstanding. Assuming pre-funded warrants from a July 2025 offering are exercised, the 2,000,000 Options would represent 8.0% of outstanding votes if fully exercised.

Intercontinental Exchange (ICE) filed Amendment No. 9 to its Schedule 13D on Bakkt (BKKT), reporting beneficial ownership of 7,914,472 shares of combined Common Stock, representing 33.6% of the class. ICE also notes beneficial ownership of 6.8% of outstanding Class A Common Stock, including 461,360 warrant shares that became exercisable on September 4, 2024.

The filing highlights Bakkt’s announced Up-C Collapse, creating a new holding company (NewCo) with a single class of common stock. In connection, ICE and the CEO entered a TRA Amendment and a Contribution Agreement. The number of NewCo Class A shares issued for contributed TRA value will use a purchase price of $39.34; the Issuer estimates approximately 655,500 shares to ICE at that Minimum Price, based on a $38.00 trading price assumption for calculating the TRA amount.

ICE agreed via an Up-C Collapse Waiver to exchange its warrants into NewCo warrants and not transfer the warrants until the earlier of the Up-C Collapse and November 14, 2025, with the waiver terminating if the Up-C Collapse is not consummated by that date. The updated ownership percentage reflects dilution from Bakkt’s recent Class A issuances; the reporting persons report no Bakkt share transactions in the past 60 days.

Bakkt Holdings, Inc. appointed Lyn Alden (listed as Madelyn Alden Schwartzer) to its Board as a Class II director on October 19, 2025, after increasing the Board size from seven to eight members.

The Board determined she is independent under New York Stock Exchange requirements and disclosed no related‑party transactions under Item 404(a). She will receive the standard non‑employee director compensation as described in Bakkt’s April 28, 2025 proxy statement.

Bakkt will enter into an indemnification agreement with Ms. Schwartzer consistent with Delaware law, using the form previously filed as Exhibit 10.7 on October 21, 2021.

Bakkt Holdings (BKKT) announced it will eliminate its Up‑C structure and reorganize into a single‑class parent, NewCo, expected on or about November 3, 2025. Existing Bakkt Class A shares will convert 1:1 into NewCo Class A; Class V shares will convert 1:1 into NewCo Class V, and Paired Interests will convert into NewCo Class A, leaving NewCo with only one class of common stock outstanding.

Bakkt, Intercontinental Exchange Holdings, Inc. (ICE) and CEO Akshay Naheta amended the Tax Receivable Agreement and signed a Contribution Agreement. ICE and Mr. Naheta will contribute their TRA rights to NewCo, receive cash equal to their TRA amounts, and contribute that cash for NewCo Class A in a net‑settled exchange. The amendment sets an 18% discount rate for TRA payments as of consummation; for ICE and Mr. Naheta the TRA payment value is capped at the amendment‑date value. Assuming a $38 stock price for TRA valuation and a $39.34 Minimum Price, Bakkt estimates approximately 655,500 shares to ICE and 69,750 to Mr. Naheta.

RDO warrant holders consented to exchange into equivalent NewCo warrants and waived treating the reorganization as a Fundamental Change; public warrants convert to NewCo equivalents, and July 2025 pre‑funded warrants will be deemed exercised immediately prior to closing.

BlackRock, Inc. filed an amended Schedule 13G reporting passive beneficial ownership in Bakkt Holdings, Inc. (BKKT).

BlackRock reported 734,431 shares of common stock beneficially owned, representing 4.6% of the class, with sole voting power over 722,754 shares and sole dispositive power over 734,431 shares, as of the 09/30/2025 event date. The filing was made under Rule 13d-1, and BlackRock certified the holdings were acquired and are held in the ordinary course of business and not to change or influence control.

The filing notes that various persons have rights to dividends or sale proceeds tied to these securities, and that no single person’s interest exceeds five percent of Bakkt’s outstanding common shares.

Bakkt Holdings, Inc. announced it will amend its one-time management stock option grant proposal and have stockholders vote on the amended version at the reconvened special meeting on October 31, 2025 at 1:00 p.m. Eastern Time.

The company plans to describe the amended proposal in definitive additional proxy materials to be filed with the SEC before October 31, 2025. The October 7 meeting was opened and adjourned without opening the polls to allow more time to solicit proxies. This update focuses solely on the amended options proposal for management.

Bakkt Holdings, Inc. filed an 8-K reporting a material event that outlines risks tied to its digital-asset holdings and Bitcoin treasury strategy. The company warns that digital assets may not serve as readily available liquidity like cash, and that security breaches, theft, loss of private keys, or blockchain immutability could make recoveries impossible. It highlights risks from holding assets with third-party custodians, including loss of direct control, custodian insolvency, insider theft, or compromised security measures. The filing also notes counterparty non-performance related to the Bitcoin strategy, potential future capital and liquidity needs, shifts in competitive and regulatory environments, volatility in crypto and stablecoin markets, and the risk that banks may restrict services to the company.

Bakkt Holdings, Inc., through its wholly owned subsidiary Bakkt Opco Holdings, LLC, has completed the previously announced sale of its loyalty and travel redemption business to Project Labrador Holdco, LLC under an amended equity purchase agreement. At closing on October 1, 2025, Opco transferred the equity of the acquired entities and delivered cash of $18,876,950, calculated from an agreed base amount plus working capital, indebtedness and expenses adjustments, net of certain deductions. Opco also funded a total escrow of $2,500,000 to cover indemnity, working capital and indebtedness adjustments, and loaned approximately $5,000,000 in restricted cash to the purchaser via unsecured subordinated promissory notes to support obligations of the acquired entities. Future payments between the parties will depend on post-closing working capital tests, escrow releases and repayment of the notes.