Welcome to our dedicated page for Bitcoin Depot SEC filings (Ticker: BTM), a comprehensive resource for investors and traders seeking official regulatory documents including 10-K annual reports, 10-Q quarterly earnings, 8-K material events, and insider trading forms.
Bitcoin Depot Inc. filings document public-company reporting for a Bitcoin ATM and fintech operator with Nasdaq-listed Class A common stock and publicly traded warrants. Registration statements describe the company’s capital structure, including Class A common stock, Class M common stock, warrant terms, the completed 1-for-7 reverse stock split, share-count presentation, tax disclosures, and emerging growth company status.
Material-event reports cover operating results, executive and board changes, compensatory arrangements, cybersecurity incident disclosure, and related exhibits. The filing record also includes a Form NT 10-K notification addressing the timing of the company’s annual report, financial statement review, and audit completion process.
Bitcoin Depot Inc. is registering 651,786 shares of Class A common stock for resale by existing selling stockholders. The company will not sell any shares or receive proceeds; the shares were issued as stock consideration in its acquisition of Kutt, Inc.
Bitcoin Depot operates a large Bitcoin ATM and BDCheckout network, converting cash to Bitcoin at kiosks in 48 states and at about 16,300 retail locations, with roughly 9,700 kiosks globally as of December 31, 2025. It is an emerging growth and smaller reporting company, and highlights extensive risk factors tied to Bitcoin price volatility, fraud and compliance, cybersecurity, regulation, and expected revenue pressure from enhanced fraud-mitigation and regulatory efforts.
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.
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.
Bitcoin Depot Inc. reports solid 2025 growth while navigating major partner and regulatory shifts. Revenue reached $614.9 million with net income of $4.7 million, and Adjusted EBITDA rose to $56.4 million on a 17.2% gross margin, up from 15.9% in 2024.
The company operated about 9,700 Bitcoin ATMs across North America, Australia and Hong Kong and maintained roughly 23% U.S. market share as of December 31, 2025. Circle K, its largest retail partner and source of 18% of 2025 revenue, has given notice it will not renew its contract, so Bitcoin Depot plans to relocate roughly 800 kiosks.
Management highlights expansion via BDCheckout at approximately 16,300 retail locations, multiple U.S. acquisitions adding over 500 kiosks, and entry into Hong Kong. The company also faces tightening state-level rules on crypto kiosks, including fee caps, transaction limits, refund mandates, and local bans in several cities, which could pressure profitability and growth.
Bitcoin Depot Inc. notified the SEC that it cannot timely file its Annual Report on Form 10-K for the period ended December 31, 2025 and expects to file the Form 10-K on or before March 31, 2026. Management anticipates reporting material weaknesses in internal control over financial reporting that were unremediated as of December 31, 2025, and therefore expects its disclosure controls and procedures were not effective as of that date. The company states these weaknesses have not caused material misstatements in prior filings and does not expect them to affect the financial information to be reported. The company issued an unaudited earnings release on March 16, 2026; those preliminary results are subject to change pending completion of the audit and internal finalization procedures.
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.
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.
Bitcoin Depot Inc. received an updated ownership report showing that former significant holders CVI Investments, Inc. and Heights Capital Management, Inc. now report no beneficial ownership of its Class A Common Stock. Both entities list 0 shares beneficially owned, representing 0% of the class.
The filing states that Heights Capital Management, Inc., as investment manager to CVI Investments, Inc., could be deemed a beneficial owner of shares held by CVI Investments, Inc., but both parties disclaim beneficial ownership except for any pecuniary interest. They also certify the securities were not acquired to change or influence control of Bitcoin Depot Inc.
Aristeia Capital, L.L.C. filed an amended Schedule 13G reporting its beneficial ownership of 2,169,191 warrants of Bitcoin Depot Inc. Each whole warrant is exercisable for one share of Class A common stock at an exercise price of $11.50 per share.
The filing states this position represents 5.76% of the outstanding shares, calculated by dividing 2,169,191 by 37,665,159, which is the sum of 35,495,968 shares outstanding as of January 12, 2026 and the reported warrants. Aristeia reports sole voting and dispositive power over all 2,169,191 warrants.
Aristeia certifies the securities were acquired and are held in the ordinary course of business, and not for the purpose of changing or influencing control of Bitcoin Depot, other than activities solely in connection with a nomination under Rule 14a-11.