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Bitcoin Depot Inc. 8-K Filings

BTM NASDAQ

Every 8-K that Bitcoin Depot Inc. (BTM) has filed with the SEC in the last 24 months is listed below, newest first, and each one links through to the document itself with the summary and the scores our analysis gives it.

A 8-K covers material events a company has to report between its quarterly reports, so if you follow BTM and want that one kind of document rather than the whole filing history, this is the page to keep. The company's other filings, of every form, are on the full BTM filings page.

Rhea-AI Summary

Bitcoin Depot Inc. has filed voluntary Chapter 11 bankruptcy cases in the U.S. Bankruptcy Court for the Southern District of Texas to conduct an orderly wind-down of operations and a sale of its assets. Its network of Bitcoin ATMs has been taken offline, and the company’s Canadian entities will also be part of the court‑supervised process, with other non‑U.S. entities winding down under local law.

The Chapter 11 filing triggered an event of default under the company’s term loan credit agreement, although creditor enforcement is stayed by the Bankruptcy Code. Bitcoin Depot has issued WARN Act notices to all employees, including executives, with executive terminations currently anticipated to be effective July 17, 2026, after a 60‑day notice period. The board appointed restructuring specialist Ivona Smith as an independent director and member of a new Restructuring Committee under an agreement providing $30,000 in monthly fees and additional daily fees for extensive services.

The company cautions that trading in its securities is highly speculative during the Chapter 11 process and states that holders of its Class A common stock could experience a significant or complete loss of their investment, depending on the case outcome.

Rhea-AI Summary

Bitcoin Depot Inc. reported it cannot file its Q1 2026 10-Q on time and disclosed severe business pressures that raise substantial doubt about its ability to continue as a going concern. The delay stems from a material weakness in its cash-in-transit reconciliation process and the added complexity of recent events.

Preliminary results for the quarter ended March 31, 2026 show revenue down $80.7 million, or 49.2%, versus a year earlier, driven by regulatory limits on Bitcoin ATMs and tighter compliance controls. Gross profit fell to $4.5 million from $31.2 million, and results swung from net income of $12.2 million to a net loss of $9.5 million. Cash and cash equivalents declined from $65.6 million at December 31, 2025 to $44.0 million at March 31, 2026.

The company recorded over $20 million of legal judgments in Q4 2025 and continues to face significant litigation and regulatory challenges. Management is evaluating options such as debt restructuring, cost cuts, asset sales and other strategic transactions, which may not succeed. Separately, Bitcoin Depot approved lump-sum retention bonuses of $600,000 for its CFO and $550,000 for its General Counsel, which become non-forfeitable upon a change in control or after nine months, subject to specified repayment conditions if they leave earlier.

Rhea-AI Summary

Bitcoin Depot Inc. reported a cybersecurity incident in which an unauthorized actor accessed certain corporate information technology systems and obtained credentials for its digital asset settlement accounts. Using these, the actor transferred approximately 50.903 Bitcoin, valued at about $3.665 million as of the incident date, from company-controlled wallets without authorization.

The company believes the incident was contained to its corporate environment and did not affect customer platforms, divisions, systems, data or environments, and it has found no evidence so far that customer personally identifiable information was accessed. Bitcoin Depot has recorded a preliminary estimated loss of $3.665 million and is working with external cybersecurity experts and law enforcement while reinforcing its systems.

The company determined the incident is material due to potential consequences such as reputational harm and legal, regulatory and response costs, but currently believes it is not reasonably likely to have a material impact on its overall financial condition or results of operations. Insurance coverage may offset some losses, though recovery is not assured.

Rhea-AI Summary

Bitcoin Depot amended a prior report to detail new compensation arrangements for its leadership team. New CEO and Executive Chairman W. Alexander Holmes will receive a $1,000,000 base salary, an annual bonus targeted at least equal to salary with a $500,000 minimum for 2026, and a $500,000 cash sign-on bonus subject to partial clawback if he departs early.

Holmes is also granted a performance cash award with a $1,500,000 target and up to $3,000,000 maximum tied to 2026 results, plus 742,574 restricted stock units vesting through March 2029 and severance protections, including enhanced benefits after a change in control. CFO David Gray receives a $900,000 retention bonus paid over one year, while General Counsel Christopher Ryan receives a $400,000 base salary, a target bonus equal to 50% of salary, 99,010 restricted stock units vesting through March 2029, and a $300,000 retention bonus.

Rhea-AI Summary

Bitcoin Depot Inc. announced a major leadership transition, with Scott Buchanan resigning as Chief Executive Officer and board member, effective March 23, 2026. Founder Brandon Mintz also stepped down as Executive Chairman and will remain on the board as a non-executive director and advisor to the CEO.

The board appointed Alex Holmes as Chief Executive Officer and Chairman, effective March 23, 2026. Holmes has served on the board since August 2025 and previously led MoneyGram International as Chairman and CEO from 2016 to 2024, bringing deep experience in global payments, fintech, blockchain adoption and regulatory compliance.

The company highlights this transition as part of its evolution beyond its core Bitcoin ATM network into a broader fintech and digital asset platform. Bitcoin Depot operates over 9,000 kiosks globally and a BDCheckout product in thousands of retail locations, and states that Holmes will focus on operational stability, regulatory progress and accelerating platform diversification.

Rhea-AI Summary

Bitcoin Depot Inc. reported mixed results for 2025, with full-year revenue rising 7% to $614.9 million and gross profit up 30% to $105.6 million. Gross margin improved to 17.2%, and Adjusted EBITDA grew 42% to $56.4 million, reflecting better underlying profitability.

However, net income fell to $5.1 million from $7.8 million, largely due to an $18.5 million accrual for an arbitration judgment and other non-recurring items. Fourth-quarter results were notably weaker, with revenue down to $116.0 million, gross margin compressing, and a net loss of $24.9 million.

The company ended 2025 with $76.6 million in cash, cash equivalents, and cryptocurrencies and significantly higher operating cash flow of $34.0 million. Management expects 2026 core-business revenue to decline 30%–40% amid new state regulations and stricter compliance, which they view as supportive of long-term industry stability.

Rhea-AI Summary

Bitcoin Depot Inc. is implementing a one-for-seven reverse stock split of its Common Stock, effective at 12:01 a.m. Eastern time on February 23, 2026. The Class A Common Stock will continue trading on Nasdaq under the symbol BTM on a split-adjusted basis from that date, with a new CUSIP of 09174P 303.

The split will reduce outstanding shares of Class A Common Stock from 35,495,968 to approximately 5,070,852 and Class M Common Stock from 37,846,102 to approximately 5,406,586, with cash paid in lieu of fractional shares. Warrant terms and equity awards under the 2023 Omnibus Incentive Plan, as well as other convertible securities, will be proportionately adjusted, while authorized share counts and par values remain unchanged. The company also reduced the shares registered on its 2023 Form S-8 from 7,536,807 to 1,076,686 to reflect the split.

Rhea-AI Summary

Bitcoin Depot Inc. reported that on January 12, 2026, a majority stockholder group holding 37,892,610 shares of Voting Stock, representing approximately 91.4% of the voting power, approved a potential reverse stock split by written consent. The reverse split would apply to all issued and outstanding Common Stock at a ratio within a range from one-for-five (1:5) up to one-for-twenty (1:20). The board of directors is authorized to choose the exact split ratio within this range, file a Certificate of Amendment in Delaware at any time on or before June 30, 2026, or abandon the reverse split if it determines the action is no longer in the best interests of the company or its stockholders. The company will file and distribute a Schedule 14C information statement to its stockholders.

Rhea-AI Summary

Bitcoin Depot Inc. reported the results of its 2025 Annual Meeting of Stockholders held on December 12, 2025. Stockholders elected seven directors to the Board to serve until the next annual meeting and ratified the appointment of Wolf & Company, P.C. as the independent registered public accounting firm for the fiscal year ending December 31, 2025.

A total of 413,821,692 shares of common stock were entitled to vote, and 386,657,912 shares, or 93.44%, participated in the meeting. Each director nominee received strong support, with no votes recorded against any nominee, only votes marked as withheld or abstained. The auditor ratification proposal received 386,616,227 votes for, 21,892 against, and 19,793 withheld or abstained, indicating broad stockholder approval of the Company’s audit firm.

Rhea-AI Summary

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.

Rhea-AI 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.

Rhea-AI Summary

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.

Rhea-AI Summary

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.

Rhea-AI Summary

Bitcoin Depot Inc. filed a current report to let investors know it has released a press release with selected preliminary financial results for the quarter ended September 30, 2025. The company’s Class A common stock and warrants trade on The Nasdaq Stock Market under the symbols BTM and BTMWW.

The report explains that the press release, furnished as Exhibit 99.1 and available on the company’s investor relations website, contains the preliminary financial information, while this disclosure is being provided under rules that mean it is not treated as formally filed for liability purposes or automatically incorporated into other securities law filings.