ICE adjusts Bakkt (NYSE: BKKT) stake to 19.8% after dilution

Rhea-AI Filing Summary

Intercontinental Exchange, Inc. and Intercontinental Exchange Holdings, Inc. report beneficial ownership of 8,380,362 Bakkt Class A shares, representing 19.8% of the class. This figure includes 7,919,002 outstanding shares and 461,360 shares underlying Replacement Warrants that only gain voting power if exercised.

The percentage is calculated against 41,878,871 Bakkt shares outstanding, combining 30,562,096 shares as of March 11, 2026 and 11,316,775 shares issued April 30, 2026. The amendment states the change reflects dilution from Bakkt’s new share issuance, not any recent buying or selling by the reporting parties, who report no transactions in the past 60 days.

Key Figures

Beneficial ownership: 8,380,362 shares Ownership percentage: 19.8% Shares outstanding base: 41,878,871 shares +5 more

8 metrics

Beneficial ownership 8,380,362 shares Bakkt Class A shares beneficially owned by reporting persons

Ownership percentage 19.8% Percent of Bakkt Class A Common Stock class represented

Shares outstanding base 41,878,871 shares Total Bakkt Class A shares used for percentage calculation

Existing outstanding shares 30,562,096 shares Bakkt Class A shares outstanding as of March 11, 2026

Newly issued shares 11,316,775 shares Bakkt Class A shares issued on April 30, 2026

Common vs warrant split 7,919,002 shares + 461,360 warrant shares Bakkt shares and Replacement Warrant Shares owned by reporting persons

Director Bowen holdings 21,044 shares Bakkt Class A shares beneficially owned by Hon. Sharon Y. Bowen

Director Sprecher related holdings 146,366 shares Bakkt shares beneficially owned by spouse of Jeffrey C. Sprecher

Key Terms

beneficial ownership, Replacement Warrants, Replacement Warrant Shares, Schedule 13D, +1 more

5 terms

beneficial ownership financial

"The percentage of beneficial ownership in this Amendment is based on..."

Beneficial ownership means the person or entity that actually enjoys the benefits of owning shares or other assets — such as receiving dividends, voting rights, or price gains — even if the legal title is held in another name. For investors it matters because knowing who truly controls and profits from a company reveals who can influence decisions, exposes potential conflicts of interest or hidden concentration of power, and affects transparency and risk in the stock.

Replacement Warrants financial

"underlying the Replacement Warrants (as defined in Item 6 of the Amended )"

Replacement Warrant Shares financial

"461,360 shares of New Class A Common Stock (the "Replacement Warrant Shares")"

Schedule 13D regulatory

"amends the Statement on filed by the Reporting Persons on October 21, 2021"

A Schedule 13D is a legal document that investors file with regulators when they buy a large enough stake in a company to potentially influence its management or decisions. It provides details about the investor’s intention, ownership stake, and plans, helping other investors understand who is gaining control and what their motives might be.

Rule 13d-3(d)(1)(i) regulatory

"as adjusted pursuant to Rule 13d-3(d)(1)(i) under the Exchange Act"

SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

SCHEDULE 13D

Under the Securities Exchange Act of 1934

(Amendment No. 13)

Bakkt, Inc.

(Name of Issuer)

Class A Common Stock

(Title of Class of Securities)

05759B305

(CUSIP Number)

Andrew J. Surdykowski
Intercontinental Exchange, Inc., 5660 New Northside Drive
Atlanta, GA, 30328
770-857-4700

Rory O'Halloran & Cody Wright
Allen Overy Shearman Sterling US LLP, 599 Lexington Avenue
New York, NY, 10022
212-848-4000

(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)

04/30/2026

(Date of Event Which Requires Filing of This Statement)

If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§ 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box.

The information required on the remainder of this cover page shall not be deemed to be "filed" for the purpose of Section 18 of the Securities Exchange Act of 1934 ("Act") or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

schemaVersion:

SCHEDULE 13D

CUSIP Number(s): 05759B305

1

Name of reporting person

INTERCONTINENTAL EXCHANGE, INC.

2

Check the appropriate box if a member of a Group (See Instructions)

(a)
(b)

3

SEC use only

4

Source of funds (See Instructions)

WC, OO

5

Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)

6

Citizenship or place of organization

DELAWARE

Number of Shares Beneficially Owned by Each Reporting Person With:

7	Sole Voting Power 0.00
8	Shared Voting Power 8,380,362.00
9	Sole Dispositive Power 0.00
10	Shared Dispositive Power 8,380,362.00

11

Aggregate amount beneficially owned by each reporting person

8,380,362.00

12

Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)

13

Percent of class represented by amount in Row (11)

19.8 %

14

Type of Reporting Person (See Instructions)

CO

Comment for Type of Reporting Person:

The amount listed in Rows 8, 10 and 11 includes 461,360 shares (the "Replacement Warrant Shares") of Class A common stock, par value $0.0001 per share ("New Class A Common Stock"), of Bakkt, Inc. (the "Issuer"), underlying the Replacement Warrants (as defined in Item 6 of the Amended Schedule 13D). The Reporting Persons will not have the power to vote the Replacement Warrant Shares unless, and to the extent, Intercontinental Exchange Holdings, Inc. ("ICEH"), a wholly owned subsidiary of Intercontinental Exchange, Inc. ("ICE"), exercises its right to acquire Replacement Warrant Shares in accordance with the terms of the Replacement Warrants. The percentage calculated in Row 13 is based on a total of 41,878,871 shares of New Class A Common Stock outstanding, comprised of (i) 30,562,096 shares outstanding as of March 11, 2026, as reported in the Issuer's Annual Report on Form 10-K filed with the Securities and Exchange Commission (the "SEC") on March 19, 2026, and (ii) 11,316,775 shares issued on April 30, 2026, as reported in the Issuer's Current Report on Form 8-K filed with the SEC on April 30, 2026.

SCHEDULE 13D

CUSIP Number(s): 05759B305

1

Name of reporting person

Intercontinental Exchange Holdings, Inc.

2

Check the appropriate box if a member of a Group (See Instructions)

(a)
(b)

3

SEC use only

4

Source of funds (See Instructions)

WC, OO

5

Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)

6

Citizenship or place of organization

DELAWARE

Number of Shares Beneficially Owned by Each Reporting Person With:

7	Sole Voting Power 0.00
8	Shared Voting Power 8,380,362.00
9	Sole Dispositive Power 0.00
10	Shared Dispositive Power 8,380,362.00

11

Aggregate amount beneficially owned by each reporting person

8,380,362.00

12

Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)

13

Percent of class represented by amount in Row (11)

19.8 %

14

Type of Reporting Person (See Instructions)

CO

Comment for Type of Reporting Person:

The amount listed in Rows 8, 10 and 11 includes 461,360 Replacement Warrant Shares underlying the Replacement Warrants. The percentage calculated in Row 13 is based on a total of 41,878,871 shares of New Class A Common Stock outstanding, comprised of (i) 30,562,096 shares outstanding as of March 11, 2026, as reported in the Issuer's Annual Report on Form 10-K filed with the SEC on March 19, 2026, and (ii) 11,316,775 shares issued on April 30, 2026, as reported in the Issuer's Current Report on Form 8-K filed with the SEC on April 30, 2026.

SCHEDULE 13D

Item 1.	Security and Issuer
(a)	Title of Class of Securities: Class A Common Stock
(b)	Name of Issuer: Bakkt, Inc.
(c)	Address of Issuer's Principal Executive Offices: One Liberty Plaza, One Liberty St. Ste. 305-306, New York, NEW YORK , 10006.
Item 1 Comment: This Amendment No. 13 (this "Amendment") is being jointly filed on behalf of: (a) Intercontinental Exchange, Inc., a Delaware corporation ("ICE"), and (b) Intercontinental Exchange Holdings, Inc., a Delaware corporation ("ICEH", and together with ICE, the "Reporting Persons" and each a "Reporting Person"), and amends the Statement on Schedule 13D filed by the Reporting Persons on October 21, 2021 ("Initial Schedule 13D"), as previously amended by (i) Amendment No. 1 to the Initial Schedule 13D filed by the Reporting Persons on May 5, 2022 ("Amendment No. 1"), (ii) Amendment No. 2 to the Initial Schedule 13D filed by the Reporting Persons on April 28, 2023 ("Amendment No. 2"), (iii) Amendment No. 3 to the Initial Schedule 13D filed by the Reporting Persons on March 4, 2024 ("Amendment No. 3"), (iv) Amendment No. 4 to the Initial Schedule 13D filed by the Reporting Persons on April 29, 2024 ("Amendment No. 4"), (v) Amendment No. 5 to the Initial Schedule 13D filed by the Reporting Persons on July 9, 2024 ("Amendment No. 5"), (vi) Amendment No. 6 to the Initial Schedule 13D filed by the Reporting Persons on July 1 and 2, 2025 ("Amendment No. 6"), (vii) Amendment No. 7 to the Initial Schedule 13D filed by the Reporting Persons on July 17, 2025 ("Amendment No. 7"), (viii) Amendment No. 8 to the Initial Schedule 13D filed by the Reporting Persons on July 30, 2025, (ix) Amendment No. 9 to the Initial Schedule 13D filed by the Reporting Persons on October 20, 2025 ("Amendment No. 9"), (x) Amendment No. 10 to the Initial Schedule 13D filed by the Reporting Persons on November 5, 2025 ("Amendment No. 10"), (xi) Amendment No. 11 to the Initial Schedule 13D filed by the Reporting Persons on January 13, 2026 ("Amendment No. 11") and (xii) Amendment No. 12 to the Initial Schedule 13D filed by the Reporting Persons on March 4, 2026 ("Amendment No. 12", and the Initial Schedule 13D as so amended, the "Amended Schedule 13D"), which relates to the shares of Class A common stock, par value $0.0001 per share ("New Class A Common Stock"), of Bakkt, Inc., a Delaware corporation (the "Issuer"), as successor to Bakkt Intermediate Holdings, Inc. (formerly known as Bakkt Holdings, Inc.), a Delaware Corporation (the "Predecessor Issuer"). Information given in response to each item of this Amendment shall be deemed incorporated by reference in all other items, as applicable. Capitalized terms used and not otherwise defined in this Amendment have the same meanings ascribed to them in the Amended Schedule 13D.
Item 5.	Interest in Securities of the Issuer
(a)	The percentage of beneficial ownership in this Amendment is based on: (i) with respect to the total amount of securities issued and outstanding, an aggregate of 41,878,871 shares of New Class A Common Stock outstanding, comprised of (a) 30,562,096 shares outstanding as of March 11, 2026, as reported in the Issuer's Annual Report on Form 10-K filed with the SEC on March 19, 2026, and (b) 11,316,775 shares issued on April 30, 2026, as reported in the Issuer's Current Report on Form 8-K filed with the SEC on April 30, 2026, as adjusted pursuant to Rule 13d-3(d)(1)(i) under the Exchange Act to include the 461,360 shares of New Class A Common Stock (the "Replacement Warrant Shares") underlying the Replacement Warrants (as defined in Item 6 of the Amended Schedule 13D), and (ii) with respect to the securities beneficially owned by the Reporting Persons, 7,919,002 shares of New Class A Common Stock and 461,360 Replacement Warrant Shares beneficially owned by the Reporting Persons as of the date hereof. The aggregate number and percentage of shares of New Class A Common Stock beneficially owned by the Reporting Persons, the number of shares as to which there is sole power to vote or to direct the vote, shared power to vote or to direct the vote, sole power to dispose or to direct the disposition, or shared power to dispose or to direct the disposition, are set forth on rows 7 through 11 and row 13 of the cover pages of this Amendment and are incorporated herein by reference. The Replacement Warrant Shares will not have voting power unless, and to the extent, ICEH exercises its right to acquire Replacement Warrant Shares in accordance with the terms of the Replacement Warrants and such shares become issued and outstanding. To the best knowledge of the Reporting Persons, the following persons beneficially own or may be deemed to beneficially own the shares of New Class A Common Stock set forth below: o Hon. Sharon Y. Bowen, Director, ICE, beneficially owns 21,044 shares of New Class A Common Stock. o Thomas E. Noonan, Director, ICE, beneficially owns 529 shares of New Class A Common Stock. o Jeffrey C. Sprecher, Director (Chairman) and Chief Executive Officer, ICE, may be deemed to beneficially own 146,366 shares of New Class A Common Stock, which shares are beneficially owned by his spouse. Mr. Sprecher disclaims beneficial ownership of the shares held by his spouse. The Reporting Persons specifically disclaim beneficial ownership over such shares and units held by the persons listed above.
(b)	Item 5(a) of this Statement is incorporated herein by reference.
(c)	This Amendment is being filed to update the aggregate percentage of the New Class A Common Stock beneficially owned by the Reporting Persons due to dilution caused by the Issuer's issuance of additional shares of its New Class A Common Stock since the date of the filing of Amendment No. 12, and not in connection with any acquisition or disposition of any shares of New Class A Common Stock by the Reporting Persons. The Reporting Persons have not effected any transactions in New Class A Common Stock during the past 60 days.
(d)	To the best knowledge of the Reporting Persons, no one other than the Reporting Persons has the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of, the securities reported herein.
(e)	Not applicable.

SIGNATURE

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

INTERCONTINENTAL EXCHANGE, INC.

Signature:	/s/ Andrew J. Surdykowski
Name/Title:	Andrew J. Surdykowski, General Counsel
Date:	05/04/2026

Intercontinental Exchange Holdings, Inc.

Signature:	/s/ Andrew J. Surdykowski
Name/Title:	Andrew J. Surdykowski, General Counsel
Date:	05/04/2026

FAQ

What stake does Intercontinental Exchange report owning in Bakkt (BKKT)?

Intercontinental Exchange and its subsidiary report beneficial ownership of 8,380,362 Bakkt Class A shares, equal to 19.8% of the class. This total combines currently outstanding shares and shares underlying Replacement Warrants counted under SEC beneficial ownership rules.

How many Bakkt (BKKT) shares are outstanding for this 13D/A calculation?

The filing bases ownership percentages on 41,878,871 Bakkt Class A shares outstanding. This includes 30,562,096 shares outstanding as of March 11, 2026 and an additional 11,316,775 shares issued on April 30, 2026, as disclosed in Bakkt’s SEC reports.

Did Intercontinental Exchange buy or sell Bakkt (BKKT) shares in this 13D/A update?

The amendment states the reporting persons have not effected any transactions in Bakkt Class A Common Stock during the past 60 days. The updated percentage reflects dilution from Bakkt’s new share issuance, not additional purchases or sales by Intercontinental Exchange.

What are Bakkt Replacement Warrant Shares mentioned in the ICE 13D/A?

The filing includes 461,360 Replacement Warrant Shares in Intercontinental Exchange’s beneficial ownership. These are Bakkt Class A shares underlying Replacement Warrants and only gain voting power when ICE Holdings exercises the warrants and the shares become issued and outstanding.

Which Intercontinental Exchange directors hold Bakkt (BKKT) shares personally?

The filing notes Hon. Sharon Y. Bowen beneficially owns 21,044 Bakkt shares, Thomas E. Noonan owns 529 shares, and Jeffrey C. Sprecher may be deemed to beneficially own 146,366 shares held by his spouse. The reporting persons expressly disclaim beneficial ownership of these holdings.