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

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

Corporate Governance Specialist

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.

Equity Markets Analyst

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.

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
Estimated average burden
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).

X

Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.

1. Name and Address of Reporting Person^*

Mintz Brandon Taylor

(Last) (First) (Middle)

C/O BITCOIN DEPOT INC.,

2870 PEACHTREE ROAD NE, SUITE 327

(Street)

ATLANTA GA 30305

(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)

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

3. Date of Earliest Transaction (Month/Day/Year)
10/01/2025

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

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	10/01/2025		C		454,882	A	$0	454,882	I	By BD Investment Holdings LLC(4)
Class A Common Stock	10/01/2025		S(1)		454,882	D	$3.89(2)	0	I	By BD Investment Holdings LLC(4)
Class A Common Stock	10/02/2025		C		197,954	A	$0	197,954	I	By BD Investment Holdings LLC(4)
Class A Common Stock	10/02/2025		S(1)		197,954	D	$3.85(2)	0	I	By BD Investment Holdings LLC(4)
Class A Common Stock	10/03/2025		C		151,281	A	$0	151,281	I	By BD Investment Holdings LLC(4)
Class A Common Stock	10/03/2025		S(1)		151,281	D	$3.83(2)	0	I	By BD Investment Holdings LLC(4)
Class A Common Stock	10/03/2025		C		38,615	A	$0	38,615	I	By BD Investment Holdings II LLC(4)
Class A Common Stock	10/03/2025		S(1)		38,615	D	$3.83(2)	0	I	By BD investment Holdings II LLC(4)

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
Class M Common Stock	$0(3)	10/01/2025		C			454,882	(3)	(3)	Class A Common Stock	454,882	$0(3)	349,235	I	By BD Investment Holdings LLC(4)
Class M Common Stock	$0(3)	10/02/2025		C			197,954	(3)	(3)	Class A Common Stock	197,954	$0(3)	151,281	I	By BD Investment Holdings LLC(4)
Class M Common Stock	$0(3)	10/03/2025		C			151,281	(3)	(3)	Class A Common Stock	151,281	$0(3)	0	I	By BD Investment Holdings LLC(4)
Class M Common Stock	$0(3)	10/03/2025		C			38,615	(3)	(3)	Class A Common Stock	38,615	$0(3)	39,936,362	I	By BD Investment Holdings II LLC(4)

Explanation of Responses:

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.

2. 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.

3. 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.

4. 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.

Remarks:

On May 30, 2025, the Issuer, Mr. Mintz and entities affiliated with Mr. Mintz undertook a transaction (the "Transaction") whereby the Issuer's former "Up-C" structure was unwound and Mr. Mintz and such affiliated entities received one share of Class M Common Stock in exchange for each share of Class V Common Stock indirectly held by them through BT Assets, Inc. immediately prior to consummation of the Transaction. The Transaction resulted in Mr. Mintz and his affiliated entities receiving only the shares they were entitled to under the Up-C structure prior to giving effect to the Transaction. The Form 4 filed in connection with the Transaction inadvertently (i) listed all shares of Class M Common Stock held by BD Investment Holdings LLC and BD Investment Holdings II LLC as directly held by Mr. Mintz and (ii) omitted the direct beneficial ownership by Mr. Mintz of 178,166 shares of the Issuer's Class A Common Stock.

	/s/ Christopher Ryan, as attorney-in-fact for Brandon Mintz	10/03/2025
	** 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).
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FAQ

What did Brandon Mintz (BTM) sell and when?

Between October 1–3, 2025, Mr. Mintz sold an aggregate of 842,732 shares tied to Class M/Common stock under a Rule 10b5-1 plan.

Were the sales pre-planned or discretionary?

The Form 4 states the sales were effected pursuant to a Rule 10b5-1 trading plan entered into on May 31, 2025.

Through which entities were the shares sold?

Sales were reported as indirect holdings by BD Investment Holdings LLC and BD Investment Holdings II LLC; Mr. Mintz is the sole managing member of both.

At what prices were the shares sold?

The filing reports tranche weighted average prices of $3.89, $3.85, $3.83, and $3.83, with individual trade ranges disclosed for each date.

Why were Class M shares converted into Class A shares?

The Form 4 explains the Class M Common Stock converts into Class A Common Stock upon transfer to an unaffiliated party; conversion occurred automatically upon execution of the sales.

Did the Form 4 correct any mistakes?

Yes; the filing notes an inadvertent earlier misstatement that listed all Class M shares as directly held by Mr. Mintz and omitted his direct beneficial ownership of 178,166 Class A shares.