BTM Insider Files 10b5-1 Sales of 842,732 Shares Across Oct 1–3
Rhea-AI Filing Summary
Brandon Mintz, CEO and director of Bitcoin Depot Inc. (BTM), reported a series of transactions under a Rule 10b5-1 plan executed May 31, 2025. Between October 1–3, 2025 an aggregate of 842,732 shares of Class M/Common stock were sold and converted, leaving zero shares from those specific tranches after sale. Sales were executed through two controlled entities, BD Investment Holdings LLC and BD Investment Holdings II LLC, of which Mr. Mintz is the sole managing member.
The reported sales show weighted average prices per tranche of $3.89, $3.85, $3.83, and $3.83, with individual trade price ranges disclosed for each day. The Form 4 explains these transactions arose from the automatic conversion of Class M shares (received in an earlier corporate restructuring) into Class A shares upon sale, and clarifies an earlier reporting error about direct ownership counts.
Positive
- Sales were executed under a Rule 10b5-1 plan adopted on May 31, 2025, which is disclosed in the filing
- Filing corrects prior reporting errors and clarifies beneficial ownership and conversion mechanics
Negative
- Aggregate sales of 842,732 shares of Class M/Common were executed over October 1–3, 2025, reducing those tranches to 0 after sale
- Large insider disposals through controlled entities may be viewed as a material liquidity event (shares sold across multiple days at mid-<$4 prices)
Insights
Insider executed pre-planned sales totaling 842,732 shares under a 10b5-1 plan.
The filings confirm the sales were carried out under a Rule 10b5-1 trading plan established on May 31, 2025, which provides an affirmative defense to insider trading claims when properly adopted. The Form 4 also corrects an earlier reporting error about direct beneficial ownership, restoring transparency about Mr. Mintz's holdings and his controlled entities.
This matters for governance and disclosure: the company has documented the origin of the sales and the conversions, and the filing identifies the controlling relationship between Mr. Mintz and BD Investment Holdings LLC entities.
Sales executed across Oct 1–3, 2025 at prices roughly in the mid-$3 range, reducing reported holdings from those tranches to zero.
The Form 4 shows tranche-level weighted average prices of $3.89, $3.85, and $3.83 and discloses intraday price ranges for each sale date. Combined, 842,732 shares tied to Class M/Common were converted and sold, which is a clear liquidity event by the CEO through affiliated vehicles.
For market impact, the filing provides exact share counts and price ranges but does not state total proceeds; the disclosed per-tranche weighted averages and ranges allow calculation if needed.
Insider Trade Summary
| Type | Security | Shares | Price | Value |
|---|---|---|---|---|
| Conversion | Class M Common Stock | 151,281 | $0.00 | -- |
| Conversion | Class M Common Stock | 38,615 | $0.00 | -- |
| Conversion | Class A Common Stock | 151,281 | $0.00 | -- |
| Sale | Class A Common Stock | 151,281 | $3.83 | $579K |
| Conversion | Class A Common Stock | 38,615 | $0.00 | -- |
| Sale | Class A Common Stock | 38,615 | $3.83 | $148K |
| Conversion | Class M Common Stock | 197,954 | $0.00 | -- |
| Conversion | Class A Common Stock | 197,954 | $0.00 | -- |
| Sale | Class A Common Stock | 197,954 | $3.85 | $762K |
| Conversion | Class M Common Stock | 454,882 | $0.00 | -- |
| Conversion | Class A Common Stock | 454,882 | $0.00 | -- |
| Sale | Class A Common Stock | 454,882 | $3.89 | $1.77M |
Footnotes (1)
- The sales of stock reflected in this Form 4 were effected pursuant to a Rule 10b5-1 trading plan entered into by the Reporting Persons on May 31, 2025. The sales price reported in Column 4 is a weighted average price. The shares were sold in multiple transactions on (i) October 1, 2025 at prices ranging from $3.60 to $4.05, (ii) on October 2, 2025 at prices ranging from $3.74 to $3.95 and (iii) on October 3, 2025 at prices ranging from $3.75 to $3.93, inclusive. The reporting person undertakes to provide to the Issuer, any security holder of the Issuer or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the ranges set forth in this Form 4. The Class M Common Stock is convertible into an equal number of shares of Class A Common Stock upon the transfer by any Reporting Person to a person or entity unaffiliated with Mr. Mintz, and has no expiration date. Pursuant to the Rule 10b5-1 Plan entered into by the Reporting Person on May 31, 2025, an aggregate of 842,732 shares of Class M Common Stock were sold on the dates noted above, resulting in the automatic conversion of the shares into Class A Common Stock upon execution of the sales. Mr. Mintz is the sole managing member of each of BD Investment Holdings LLC and BD Investment Holdings II LLC and controls voting and dispositive power over shares held by such entities.
