Bitcoin Depot Inc. SEC Filings

Bitcoin Depot Inc. (BTM) furnished a press release with its financial and operational results for the quarter ended September 30, 2025. The release is included as Exhibit 99.1 to an 8-K dated November 13, 2025 and incorporated by reference in that report.

The company states this information is furnished and not deemed filed under Section 18 of the Exchange Act, and it will not be incorporated into other filings except by specific reference.

Bitcoin Depot Inc. (BTM) filed a Form 4/A amendment for COO and President Scott Buchanan. The filing notes a sale of 7,000 shares of Class A Common Stock on November 3, 2025 at a weighted average price of $2.70, with trades ranging from $2.63 to $2.75. Following the transaction, beneficial ownership was 126,276 shares, held directly.

The sale was effected under a Rule 10b5-1 trading plan entered on April 8, 2025. The amendment states it was filed solely to correct the signature block; all other information remains unchanged.

Bitcoin Depot Inc. (BTM) reported an insider transaction by its COO and President, who is also a Director. On 11/03/2025, the reporting person sold 7,000 shares of Class A common stock at a weighted average price of $2.70, with individual trades ranging from $2.63 to $2.75. Following the sale, the insider beneficially owns 126,276 shares, held directly.

The filing notes the sale was made under a Rule 10b5-1 trading plan entered on April 8, 2025, which pre-arranges trades to avoid discretionary timing. This Form 4 documents the change in ownership and provides transparency into executive share activity.

Bitcoin Depot (BTM) reported insider transactions by CEO and Director Brandon Mintz under a Rule 10b5-1 trading plan. On November 3–5, 2025, entities affiliated with Mr. Mintz converted and sold shares in three tranches: 92,210 on November 3, 88,559 on November 4, and 168,967 on November 5, for a total of 349,736 shares. These were Class M Common Stock automatically converted to Class A Common Stock upon sale.

Weighted average sale prices were $2.57 on November 3, $2.49 on November 4, and $2.70 on November 5, with disclosed daily ranges of $2.51–$2.68, $2.45–$2.58, and $2.50–$2.80, respectively. The transactions were effected pursuant to a Rule 10b5-1 plan entered on May 31, 2025, and were reported as indirect through BD Investment Holdings II LLC. A remark clarifies prior reporting: an earlier filing related to the unwind of the issuer’s former Up‑C structure misattributed certain holdings and omitted Mr. Mintz’s direct beneficial ownership of 178,166 Class A shares.

Two investment entities disclosed a 6.5% passive stake in Bitcoin Depot Inc. The filing shows CVI Investments, Inc. and its investment manager Heights Capital Management, Inc. report beneficial ownership of 2,142,858 shares of Class A common stock, out of 32,847,843 shares outstanding as stated in the referenced prospectus supplement. The reporting persons state no sole voting or dispositive power and record the position as shared voting and shared dispositive power for the reported shares.

The signature block includes a certification that the securities were not acquired to influence control, and Heights Capital acts as authorized agent for CVI Investments under a limited power of attorney. Exhibits listed include the limited power of attorney and a joint filing agreement.

Brandon Mintz, Chief Executive Officer and a director of Bitcoin Depot Inc. (BTM), reported sales under a Rule 10b5-1 trading plan entered May 31, 2025. Between 10/06/2025 and 10/08/2025, an aggregate of 1,740,524 shares of Class M Common Stock were sold, which triggered automatic conversion into Class A Common Stock upon execution and subsequent dispositions at weighted-average prices reported as $4.41, $3.49, and $3.35 on the respective dates. The filings show the sales were effected indirectly through BD Investment Holdings II LLC, of which Mr. Mintz is the sole managing member, and disclose an inadvertent prior reporting error about direct holdings that was corrected.

Bitcoin Depot Inc. agreed to sell 4,285,716 shares of its Class A common stock in a registered direct offering at a purchase price of $3.50 per share, which equates to approximately $15,000,006 of gross proceeds. The filing includes a form of the securities purchase agreement and legal opinion and consent from Vinson & Elkins L.L.P.. The document is signed by Brandon Mintz, President and Chief Executive Officer, and references a related press release. This transaction increases liquidity for the company but also issues additional shares that will dilute existing ownership.

Bitcoin Depot Inc. is offering securities in a prospectus supplement that references its Nasdaq listing under the ticker BTM and its BTM device/software business, BitAccess, which produces software revenue from third‑party operators in the U.S. and Canada. The document discloses per‑share and total offering figures shown as $3.50 (total $15,000,006.00), $0.21 (total $900,000.36) and $3.29 (total $14,100,005.64), and estimates total offering expenses payable by the company (excluding placement agent fees) of approximately $200,000.

The company uses a non‑GAAP metric, Adjusted EBITDA, for supplemental analysis but discloses no reconciliation to the most comparable GAAP measures because required amounts are not yet ascertainable; it warns that Adjusted EBITDA may omit items significant to evaluating results. The prospectus notes potential smaller reporting company status thresholds ($100 million annual revenue and market value tests involving $700 million and $250 million) that could reduce disclosure obligations, and it states there are 43,848,750 Class A common stock shares underlying outstanding warrants held by 24 holders. Officers and directors have a 30‑day lock‑up; other restrictions include a 6‑month limitation on certain Variable Rate Transactions subject to exceptions.

Christopher Scott Buchanan, COO and President of Bitcoin Depot Inc. (BTM), reported the sale of 7,000 shares of Class A common stock on 10/03/2025. The sale reduced his beneficial ownership to 133,276 shares and was effected under a Rule 10b5-1 trading plan established on 04/08/2025. The filing states the reported sale price is a weighted average of trades executed on that date, with prices ranging from $3.76 to $3.86. The Form 4 was signed by an attorney-in-fact on behalf of the reporting person.