Bitcoin Depot Inc. SEC Filings

Bitcoin Depot Inc. (BTM)November 21, 2025, the reporting person acquired 500,000 shares of Class A common stock via a restricted stock unit grant at a stated price of $0 per share. Following this award, the individual beneficially owns 626,276 Class A shares directly.

The RSUs vest over time: one-third of the units vest on November 21, 2026, and the remaining two-thirds vest in equal portions over the subsequent eight quarters. This filing is a routine Form 4 disclosure of insider equity compensation rather than a public offering of shares.

Bitcoin Depot Inc. (BTM) has called its 2025 annual stockholder meeting for December 12, 2025, to be held virtually. Stockholders will vote on electing seven directors and ratifying Wolf & Company, P.C. as independent auditor for the year ending December 31, 2025.

Only holders of Class A and Class M common stock as of November 14, 2025 may vote. Class A carries one vote per share and Class M carries ten votes per share, voting together as a single class. As of the record date, 35,360,672 Class A shares and 37,846,102 Class M shares were outstanding. Through BD Investment Holdings II LLC, founder and CEO Brandon Mintz controls 91.46% of the total voting power and has indicated he will vote in line with the Board’s recommendations, effectively determining the outcome.

The proxy also outlines Bitcoin Depot’s controlled-company status under Nasdaq rules, board and committee structure, executive and director compensation, equity incentive plans, and a planned leadership transition effective January 1, 2026, under which Mr. Mintz will become Executive Chairman and Scott Buchanan will assume the role of Chief Executive Officer.

Bitcoin Depot Inc. (BTM) reported that an arbitral tribunal ruled in favor of Cash Cloud, Inc. in a dispute involving Bitcoin Depot’s Canadian subsidiary, BitAccess, Inc. The Canadian tribunal awarded Cash Cloud $18.47 million in damages related to alleged breaches of a 2020 Master Purchase Agreement and claimed failures of BitAccess hardware and software. BitAccess plans to seek to have the award set aside and the company says it cannot predict the ultimate outcome.

The company also described a related action in the U.S. Bankruptcy Court for the District of Nevada, where Cash Cloud is seeking an additional $18.47 million based on overlapping allegations from the same contractual relationship. Bitcoin Depot believes the U.S. case is without merit, intends to vigorously defend it, and expects the Canadian arbitration to be the primary forum affecting the overall dispute.

Bitcoin Depot Inc. announced major leadership changes. Effective January 1, 2026, founder Brandon Mintz will step down as Chief Executive Officer and become Executive Chairman, focusing on strategic opportunities and growth initiatives. Scott Buchanan, currently President and Chief Operating Officer, will become Chief Executive Officer and remain on the Board.

Mintz’s compensation in the new role includes a base salary of $765,000, a 2025 bonus target of 100% of base salary (with a 200% maximum), and a target annual long‑term equity award of $850,000. Buchanan’s offer provides an $850,000 base salary, a target cash bonus equal to 75% of base salary, a time‑based restricted stock unit grant valued at $1,000,000 vesting over three years, and eligibility for an additional annual equity award with a $1,000,000 target value. Elizabeth Simer has been appointed Chief Operating Officer with a $300,000 base salary, a $100,000 target annual bonus, and a restricted stock unit grant valued at about $75,000.

Bitcoin Depot Inc. reported stronger results for Q3. Revenue reached $162.5 million, up from $135.3 million a year ago, as the business sold more cryptocurrency through its kiosk network. Income from operations rose to $11.8 million from $5.5 million. Net income was $5.5 million versus $2.3 million last year, and net income attributable to common stockholders improved to $5.5 million from a loss of $0.9 million. Earnings per share were $0.08 compared with a loss of $0.05.

For the first nine months of 2025, revenue was $498.8 million and net income was $30.0 million, with EPS of $0.37. Cash and cash equivalents increased to $59.3 million, total assets were $125.3 million, and stockholders’ equity improved to $21.0 million from a deficit at year-end 2024. The company adopted new crypto accounting that records cryptocurrencies at fair value and disclosed a treasury allocation to Bitcoin. It also completed an Up-C restructuring, issuing Class M common stock and paying $9.1 million to terminate a tax receivable agreement.

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.