Intercontinental Exchange, Inc. - 03 Dec 2025 Form 4 Insider Report for Bakkt Holdings, Inc. (BKKT)

Role: 10%+ Owner
Signature: Intercontinental Exchange, Inc., By: /s/ Andrew Surdykowski, General Counsel
Issuer symbol: BKKT
Transactions as of: 03 Dec 2025
Transactions value $: $0
Form type: 4
Filing time: 05 Dec 2025, 18:19:29 UTC
Previous filing: 05 Dec 2025
SEC: View on sec.gov

Reporting Owners (2)

Name	Relationship	Address	Signature	Signature date	CIK
Intercontinental Exchange, Inc.	10%+ Owner	5660 NEW NORTHSIDE DRIVE, ATLANTA	Intercontinental Exchange, Inc., By: /s/ Andrew Surdykowski, General Counsel	05 Dec 2025	0001571949
Intercontinental Exchange Holdings, Inc.	10%+ Owner	5660 NEW NORTHSIDE DRIVE, ATLANTA	Intercontinental Exchange Holdings, Inc., By: /s/ Andrew Surdykowski, General Counsel	05 Dec 2025	0001174746

Transactions Table

Type	Sym	Class	Transaction	Value $	Shares	Change %	* Price $	Shares After	Date	Ownership	Footnotes
transaction	BKKT	Class A Common Stock	Conversion of derivative security		+466K	+6.25%		7.92M	03 Dec 2025	See footnote	F1, F2

Derivative Securities (e.g., puts, calls, warrants, options, convertible securities)

Type	Sym	Class	Transaction	Shares	Change %	Shares After	Date	Underlying Class	Amount	Exercise Price	Ownership	Footnotes
transaction	BKKT	Preferred Stock	Conversion of derivative security	-466K	-100%	0	03 Dec 2025	Class A Common Stock	466K		See footnote	F1, F2
holding	BKKT	Class 1 Warrants (right to buy)				231K	03 Dec 2025	Class A Common Stock	231K	$25.50	See footnote	F2
holding	BKKT	Class 2 Warrants (right to buy)				231K	03 Dec 2025	Class A Common Stock	231K	$25.50	See footnote	F2

* An asterisk sign (*) next to the price indicates that the price is likely invalid.

Explanation of Responses:

Id	Content
F1	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.
F2	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.

Content

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.

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.