BTM Form 4/A: 75,000 RSUs Granted to Chief Legal Officer; Vesting Schedule Disclosed

Rhea-AI Filing Summary

Bitcoin Depot Inc. (BTM) reporting person Christopher Ryan (listed as Ryan Christopher M. in original) was granted 75,000 restricted stock units (RSUs) under the company's 2023 Omnibus Incentive Plan on April 1, 2025. Each RSU represents the contingent right to one share of Class A common stock upon vesting and will be settled in shares.

The RSUs vest periodically: 25,000 RSUs vest on April 1, 2026, and thereafter 6,250 RSUs vest each quarter following the vesting commencement date. The reported transaction shows an acquisition code with a reported price of $0. This filing is an amendment correcting the reporting person's name and clarifying that the grant was to the individual rather than the issuer.

Positive

• Clear disclosure of award terms: number of RSUs, settlement in Class A shares, and detailed vesting schedule are provided
• Alignment with long-term incentives: RSUs settle in shares, linking executive compensation to shareholder value
• Corrective amendment filed to fix the reporting person's name, improving regulatory accuracy

Negative

• Potential dilution: 75,000 shares will be issued upon vesting, increasing outstanding Class A shares when settled

Insights

Securities Analyst

TL;DR: A routine officer equity award of 75,000 RSUs with multi-year quarterly vesting; amendment corrects reporting details.

The grant of 75,000 RSUs to the Chief Legal Officer is a standard compensation action for senior management and aligns long-term incentives with shareholder interests because settlement is in Class A common stock upon vesting. Vesting schedule concentrates an initial larger tranche (25,000 shares at one year) followed by quarterly smaller tranches (6,250 each), which stages potential dilution over time. The reported acquisition price of $0 reflects a grant rather than a purchase. The amendment addresses a clerical error in the reporting name, improving disclosure accuracy.

Corporate Governance Expert

TL;DR: Governance disclosure corrected; award terms disclosed clearly, representing routine executive compensation, not an unusual transaction.

The Form 4/A corrects the reporting party identity and provides material grant terms: number of RSUs, settlement in Class A shares, and vesting cadence. From a governance perspective, timely and accurate SEC reporting is important; filing an amendment to fix the reporting person's name addresses compliance. The grant itself appears to be a standard incentive award under the 2023 Omnibus Incentive Plan with no additional restrictive or acceleration terms disclosed in this filing.

SEC Form 4

FORM 4

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

OMB APPROVAL

OMB Number:			3235-0287
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hours per response:			0.5

Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

1. Name and Address of Reporting Person^*

Ryan Christopher M.

(Last) (First) (Middle)

3343 PEACHTREE ROAD NE

SUITE 750

(Street)

ATLANTA GA 30326

(City) (State) (Zip)

2. Issuer Name and Ticker or Trading Symbol
Bitcoin Depot Inc. [ BTM ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

	Director		10% Owner
X	Officer (give title below)		Other (specify below)
	Chief Legal Officer

3. Date of Earliest Transaction (Month/Day/Year)
04/01/2025

4. If Amendment, Date of Original Filed (Month/Day/Year)
07/21/2025

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
			Code	V	Amount	(A) or (D)	Price
Class A common stock	04/01/2025		A		75,000(1)	A	$0	75,000	D

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares

Explanation of Responses:

1. Pursuant to the Bitcoin Depot Inc. 2023 Omnibus Incentive Plan, the reporting person was granted 75,000 restricted stock units ("RSUs") on April 1, 2025. Each RSU represents a contingent right to receive one share of Class A common stock upon vesting. The RSUs vest periodically as follows: 25,000 RSUs will vest on April 1, 2026; 6,250 RSUs will vest each quarter following the vesting commencement date. Upon vesting, the RSUs will be settled by delivery of shares of Class A common stock.

Remarks:

This amendment is being filed to correct the reporting person's name. The initial and amendment filing inadvertently listed the Issuer as the reporting person.

	/s/ Christopher Ryan	09/12/2025
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.

FAQ

What did Christopher Ryan report on the Form 4/A for Bitcoin Depot (BTM)?

The filing reports a grant of 75,000 RSUs on April 1, 2025 under the 2023 Omnibus Incentive Plan; RSUs settle in Class A common stock upon vesting.

When do the 75,000 RSUs granted to the Chief Legal Officer vest?

The RSUs vest as follows: 25,000 on April 1, 2026, and 6,250 each quarter thereafter according to the vesting commencement schedule.

Was there any cash paid for the RSU grant reported in the Form 4/A?

No cash was paid; the transaction shows a reported price of $0, consistent with an equity grant rather than a purchase.

Why was this Form 4 amended?

The amendment corrects the reporting person's name and clarifies that the grant was to the individual, not the issuer.

How does the Form 4/A affect Bitcoin Depot's share count?

The filing indicates 75,000 shares could be issued upon vesting, which would increase outstanding Class A shares when RSUs are settled.