[8-K] Bitcoin Depot Inc. Reports Material Event

Rhea-AI Filing Summary

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.

Insights

Corporate governance analyst

Bitcoin Depot restructures top leadership with internal CEO succession.

Bitcoin Depot is transitioning founder Brandon Mintz from Chief Executive Officer to Executive Chairman effective January 1, 2026, while promoting Scott Buchanan, the current President and Chief Operating Officer, to Chief Executive Officer. This keeps leadership within the existing team, which can support continuity because Buchanan has held multiple senior roles, including Chief Financial Officer and Chief Operating Officer, since 2019.

The compensation packages emphasize equity, with Mintz receiving a target long‑term equity incentive of $850,000 annually and Buchanan receiving a $1,000,000 restricted stock unit grant plus eligibility for an additional annual equity award targeted at $1,000,000. These structures align a significant portion of pay with future company performance, although they also increase stock‑based compensation commitments.

Appointment of Elizabeth Simer as Chief Operating Officer, with a base salary of $300,000, a $100,000 target bonus, and a $75,000 restricted stock unit grant, adds external operating experience from fintech and consumer platforms. Future disclosures in periodic reports may provide more detail on how these leaders execute their respective strategic, financial, and operational responsibilities.

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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d)

of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): November 21, 2025

Bitcoin Depot Inc.

(Exact name of registrant as specified in its charter)

Delaware		001-41305		87-3219029
(State or other jurisdiction of incorporation or organization)		(Commission File Number)		(I.R.S. Employer Identification No.)

3343 Peachtree Road NE, Suite 750

Atlanta, GA 30326

(Address of principal executive offices)

(678) 435-9604

Registrant’s telephone number, including area code

Not Applicable

(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligations of the registrant under any of the following provisions:

☐ Written communications pursuant to Rule 425 under the Securities Act (17 CRF 230.425)

☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CRF 240.14a-12)

☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CRF 240.14d-2(b))

☐ Pre-commencement communications pursuant to Rule 13c-4(c) under the Exchange Act (17 CRF 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class		Trading Symbol(s)		Name of each exchange on which registered
Class A Common Stock, par value $0.0001 per share		BTM		The Nasdaq Stock Market LLC
Warrants, each whole warrant exercisable for one share of Class A Common Stock at an exercise price of $11.50 per share		BTMWW		The Nasdaq Stock Market LLC

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 or Rule 12b-2 of the Securities Exchange Act of 1934.

Emerging growth company ☒

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act ☐

Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

Appointment of Chief Executive Officer, Executive Chairman and Chief Operating Officer

On November 21, 2025, Bitcoin Depot Inc., (“Bitcoin Depot” or the “Company”) announced several senior management changes approved by the Board of Directors (the “Board”) of the Company. As part of the changes, effective January 1, 2026 (the “Effective Date”), Brandon Mintz, the founder of Bitcoin Depot, will resign from the role of Chief Executive Officer and become Executive Chairman, a newly created role in which Mr. Mintz will focus on strategic opportunities and growth initiatives for the Company. As such, Mr. Mintz will enter into a standard letter agreement with the Company that will provide for a base salary of $765,000, and a target annual bonus under the Company’s annual incentive executive bonus plan of 75% of base salary. He will also be eligible to receive an annual long-term equity incentive plan award with a target value of $850,000, to be awarded during the Company’s next annual award cycle and otherwise on terms and conditions that are generally consistent with other annual equity-based awards granted to other senior executives. The Board has also approved an annual bonus target for 2025 of 100% of base salary for Mr. Mintz, to be paid in accordance with the Company’s annual executive short-term cash incentive plan after the end of the 2025 fiscal year. The maximum amount that Mr. Mintz is eligible to receive under his bonus for fiscal 2025 is 200% of base salary. Mr. Mintz will continue to be eligible for paid time off, reimbursement of business expenses, and participation in any health, dental and vision benefits provided by the Company to similarly situated executives. We anticipate that the offer letter will also provide customary severance protection for a termination without cause, non-renewal or in the event of a resignation for good reason (including in the context of a change of control) and will include customary restrictive covenants. The foregoing description of the terms of Mr. Mintz’s offer letter is not complete and is qualified in its entirety by reference to the offer letter, which will be filed as an exhibit to the Company’s next Annual Report on Form 10-K. Mr. Mintz will continue to act in his capacity as Chairman of the Board after these changes. Also on the Effective Date, Scott Buchanan, President and Chief Operating Officer, will become Chief Executive Officer of Bitcoin Depot. The Company also announced that Elizabeth Simer has been appointed as the Company’s new Chief Operating Officer. From now until the Effective Date, Mr. Mintz and Mr. Buchanan will work closely together to ensure a smooth transition to the role of Chief Executive Officer. Mr. Buchanan will continue to serve as a member of the Board after these changes.

Mr. Buchanan, age 34, the Company’s Chief Executive Officer as of the Effective Date, has served as the Company’s President since August 2025 and served as the Company’s Chief Operating Officer and as a director on the Board since March 2022. From November 2024 to March 2025, he also served as the Company’s Acting Chief Financial Officer and Principal Financial Officer. He served as the Company’s Chief Financial Officer from August 2020 to January 2023. From June 2019 to August 2020, Mr. Buchanan served as the Company’s Vice President of Finance/Human Resources. Prior to joining the Company, Mr. Buchanan worked at Acuity Brands (NYSE: AYI) in various finance leadership roles beginning in December 2015. Before his tenure at Bitcoin Depot, Mr. Buchanan worked at Acuity Brands (NYSE: AYI) in various finance-related roles beginning in December 2015. Mr. Buchanan holds a B.S. in Accounting from North Carolina State University and a Master of Science in Accountancy from Wake Forest School of Business.

In connection with Mr. Buchanan’s appointment, the Company and Mr. Buchanan will enter into a standard offer letter agreement that provides that Mr. Buchanan will receive an annual base salary of $850,000 and an annual cash incentive bonus of 75% of base salary at target. Mr. Buchanan will also be awarded a time-based restricted stock unit award with a target value of $1,000,000 on November 21, 2025 that will vest over a period of three years, with one-third to vest on the first anniversary of the date of grant, and the remainder to vest in equal portions over the subsequent eight fiscal quarters and otherwise on terms and conditions that are generally consistent with other annual equity-based awards granted to senior executives of the Company. Mr. Buchanan will also be eligible to receive an annual equity award during the Company’s next annual award cycle with a target award value of $1,000,000 and otherwise on terms and conditions that are generally consistent with other annual equity-based awards granted to senior executives of the Company. Mr. Buchanan will continue to be eligible for paid time off, reimbursement of business expenses, and participation in any health, dental and vision benefits provided by the Company to similarly situated executives. We anticipate that the offer letter will also provide customary severance protection for a termination without cause, non-renewal or in the event of a resignation for good reason (including in the context of a change of control) and will include customary restrictive covenants. The foregoing description of the terms of Mr. Buchanan’s offer letter is not complete and is qualified in its entirety by reference to the offer letter, which will be filed as an exhibit to the Company’s next Annual Report on Form 10-K.

Mrs. Simer, age 41, is the Company’s Chief Operating Officer as of November 17, 2025. Prior to joining Bitcoin Depot, she served as Chief Operating Officer of Slickdeals, LLC from March of 2025 until July of 2025 and Chief Business Officer of Slickdeals, LLC from October of 2023 until March of 2025. Prior to that, Mrs. Simer served as Chief Strategy Officer of Opportunity Financial, LLC (NYSE: OPFI) from January of 2022 until September of 2023 and as a General Manager for Opportunity Financial, LLC from November of 2020 to January of 2022. From 2011 to 2020, Mrs. Simer held various product, marketing, and strategy roles at Fortune 500 companies. Mrs. Simer holds a Master of Business Administration and a Bachelor of Science in Business from Indiana University and is a Certified Public Accountant (CPA).

In connection with Mrs. Simer’s appointment, the Company and Mrs. Simer entered into an offer letter that provides that Mrs. Simer will receive an annual base salary of $300,000 and a target annual bonus of $100,000, 50% of which is based on Company performance with the other 50% being discretionary. Mrs. Simer will also receive a grant of restricted stock units having an approximate grant date value of $75,000 on terms and conditions that are generally consistent with other equity-based awards granted to senior executives of the Company. Mrs. Simer is also eligible for paid time off, reimbursement of business expenses, and participation in any health, dental and vision benefits provided by the Company to similarly situated executives. The offer letter provides for customary severance protection for a termination without cause and will include customary restrictive covenants. The foregoing description of the terms of Mrs. Simer’s offer letter is not complete and is qualified in its entirety by reference to the offer letter, which will be filed as an exhibit to the Company’s next Annual Report on Form 10-K.

There are no arrangements or understandings between Mr. Buchanan and Mrs. Simer any other person pursuant to which Mr. Buchanan was appointed to serve as Chief Executive Officer and Mrs. Simer was appointed to serve as Chief Operating Officer. Neither Mr. Buchanan nor Mrs. Simer has any family relationships with any of the Company’s directors or executive officers, and neither are a party to any transactions that would be required to be disclosed pursuant to Item 404(a) of Regulation S-K.

Item 7.01 Regulation FD Disclosure.

The Company issued a press release on November 21, 2025, announcing the appointment of Mr. Buchanan as Chief Executive Officer, Mr. Mintz as Executive Chairman and Mrs. Simer as Chief Operating Officer, a copy of which is attached hereto as Exhibit 99.1 and incorporated herein by reference.

The information contained in this Item 7.01 and in the accompanying Exhibit 99.1 shall not be deemed “filed” for purposes of Section 18 of the Exchange Act, or otherwise subject to the liabilities of that Section, nor shall such information or exhibit be deemed incorporated by reference in any filing under the Exchange Act or the Securities Act of 1933, as amended, except as shall be expressly set forth by specific reference in such filing.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits.

Exhibit Number		Description
99.1		Press Release of Bitcoin Depot Inc., dated November 21, 2025
104		Cover Page Interactive Data File (embedded within the Inline XBRL document)

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

				Bitcoin Depot Inc.
Dated: November 21, 2025				By:		/s/ Christopher Ryan
				Name:		Christopher Ryan
				Title:		Chief Legal Officer and Corporate Secretary

FAQ

What leadership changes did Bitcoin Depot (BTM) announce?

Bitcoin Depot announced that founder Brandon Mintz will move from Chief Executive Officer to Executive Chairman effective January 1, 2026, and Scott Buchanan, currently President and Chief Operating Officer, will become the new Chief Executive Officer. Elizabeth Simer has been appointed as Chief Operating Officer.

What is Brandon Mintz’s new compensation as Executive Chairman of Bitcoin Depot?

As Executive Chairman, Brandon Mintz will receive an annual base salary of $765,000, a 2025 bonus target equal to 100% of base salary (with a maximum of 200%), and a target annual long‑term equity incentive award valued at $850,000, along with standard executive benefits.

How is new CEO Scott Buchanan compensated at Bitcoin Depot (BTM)?

Scott Buchanan will receive an annual base salary of $850,000 and a target annual cash incentive bonus equal to 75% of base salary. He will also receive a time‑based restricted stock unit award with a target value of $1,000,000 vesting over three years and will be eligible for an additional annual equity award with a $1,000,000 target value.

What are the key terms of Elizabeth Simer’s compensation as COO of Bitcoin Depot?

Elizabeth Simer will receive an annual base salary of $300,000 and a target annual bonus of $100,000, split between Company performance and discretionary components. She will also receive restricted stock units with an approximate grant date value of $75,000, plus standard executive benefits and severance protection for termination without cause.

Do the new Bitcoin Depot executives have severance protection?

The company anticipates that the offer letters for Brandon Mintz and Scott Buchanan will include customary severance protection for termination without cause, non‑renewal, or resignation for good reason, including in a change of control context. Elizabeth Simer’s offer letter provides customary severance protection for termination without cause.

Are there any family relationships or related‑party transactions involving the new Bitcoin Depot leaders?

The company states that neither Scott Buchanan nor Elizabeth Simer has any family relationships with the company’s directors or executive officers and that neither is a party to transactions requiring disclosure as related‑party transactions under applicable rules.