Bitcoin Depot (NASDAQ: BTM) outlines large CEO and COO 10b5-1 share plans

Rhea-AI Filing Summary

Bitcoin Depot Inc. filed an 8-K to correct its previously filed Form 10-Q for the quarter ended June 30, 2025 by adding insider trading plan disclosures that were inadvertently omitted. The company reports that on May 31, 2025, CEO Brandon Mintz and entities he owns adopted a Rule 10b5-1 trading arrangement for the potential sale of up to 8,000,000 shares of Class A Common Stock, ending when all such shares are sold or on May 31, 2026. It also discloses that on April 8, 2025, President and COO Scott Buchanan adopted a separate Rule 10b5-1 trading arrangement for the potential sale of up to 125,000 shares of Class A Common Stock, ending when all such shares are sold or on June 15, 2026. Rule 10b5-1 plans allow insiders to pre-arrange securities transactions under predetermined terms.

Insights

Securities law and corporate governance analyst

Bitcoin Depot corrects prior filing, disclosing sizable pre-arranged insider sale plans under Rule 10b5-1.

Bitcoin Depot has filed an 8-K to add insider trading plan information that was missing from its June 30, 2025 Form 10-Q. The update describes Rule 10b5-1 trading arrangements for CEO Brandon Mintz (including his related entities) covering up to 8,000,000 Class A shares, and for President/COO Scott Buchanan covering up to 125,000 shares, with specified termination dates in 2026.

Rule 10b5-1 plans are designed to let insiders sell shares according to preset instructions, helping address concerns about trading on material nonpublic information. The disclosure focuses on the existence and size of these plans; it does not state that any particular volume of sales has occurred or will occur, only that sales of up to these levels are permitted under the plans.

From an investor perspective, this is primarily a transparency and compliance update rather than a new capital markets transaction. The key ongoing reference points are the plan start dates in April 2025 and May 2025 and their end dates in May 2026 and June 2026, which define the window during which these pre-arranged sales can take place.

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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d)

of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): September 2, 2025

Bitcoin Depot Inc.

(Exact name of registrant as specified in its charter)

Delaware		001-41305		87-3219029
(State or other jurisdiction of incorporation or organization)		(Commission File Number)		(I.R.S. Employer Identification No.)

2870 Peachtree Road, Suite 327

Atlanta, GA 30305

(Address of principal executive offices)

(678) 435-9604

Registrant’s telephone number, including area code

Not Applicable

(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligations of the registrant under any of the following provisions:

☐ Written communications pursuant to Rule 425 under the Securities Act (17 CRF 230.425)

☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CRF 240.14a-12)

☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CRF 240.14d-2(b))

☐ Pre-commencement communications pursuant to Rule 13c-4(c) under the Exchange Act (17 CRF 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class		Trading Symbol(s)		Name of each exchange on which registered
Class A Common Stock, par value $0.0001 per share		BTM		The Nasdaq Stock Market LLC
Warrants, each whole warrant exercisable for one share of Class A Common Stock at an exercise price of $11.50 per share		BTMWW		The Nasdaq Stock Market LLC

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 or Rule 12b-2 of the Securities Exchange Act of 1934.

Emerging growth company ☒

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act ☐

Item 8.01 Other Information

On August 13, 2025, Bitcoin Depot Inc. (the “Company”) filed its Quarterly Report on Form 10-Q for the quarter ended June 30, 2025. In that report, the Company inadvertently omitted disclosure regarding the adoption by the Company’s (i) CEO, Brandon Mintz, and entities owned by Mr. Mintz, of a Rule 10b5-1 trading arrangement (as defined in Item 408 of Regulation S-K) on May 31, 2025, for the sale of up to 8 million shares of the Company’s Class A Common Stock that will terminate on the earlier of the sale of all such shares or May 31, 2026 and (ii) President and COO, Scott Buchanan, of a Rule 10b5-1 trading arrangement on April 8, 2025, for the sale of up to 125,000 shares of the Company’s Class A Common Stock that will terminate on the earlier of the sale of all such shares or June 15, 2026.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits.

Exhibit Number	Description
104	Cover Page Interactive Data File (embedded within the Inline XBRL document)

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

				Bitcoin Depot Inc.
Dated: September 2, 2025				By:		/s/ Brandon Mintz
				Name:		Brandon Mintz
				Title:		Chief Executive Officer

FAQ

What did Bitcoin Depot (BTM/BTMWW) disclose in this 8-K filing?

Bitcoin Depot Inc. disclosed that its June 30, 2025 Form 10-Q inadvertently omitted required information about Rule 10b5-1 trading arrangements adopted by its CEO and its President/COO, and it is now providing those details.

How many Bitcoin Depot shares are covered by the CEO's Rule 10b5-1 plan?

The filing states that CEO Brandon Mintz and entities owned by him adopted a Rule 10b5-1 trading arrangement on May 31, 2025 for the potential sale of up to 8,000,000 shares of Bitcoin Depot’s Class A Common Stock.

What are the terms of Scott Buchanan's Rule 10b5-1 trading arrangement at Bitcoin Depot?

According to the filing, President and COO Scott Buchanan adopted a Rule 10b5-1 trading arrangement on April 8, 2025 for the potential sale of up to 125,000 shares of Class A Common Stock, terminating on the earlier of the sale of all such shares or June 15, 2026.

When do the Bitcoin Depot insider Rule 10b5-1 plans expire?

The plan for CEO Brandon Mintz and his entities ends on the earlier of the sale of all 8,000,000 covered shares or May 31, 2026, while Scott Buchanan’s plan ends on the earlier of the sale of all 125,000 covered shares or June 15, 2026.

What is a Rule 10b5-1 trading arrangement mentioned in the Bitcoin Depot 8-K?

A Rule 10b5-1 trading arrangement is a pre-established plan that allows insiders to buy or sell securities according to preset instructions, intended to help them trade without relying on material nonpublic information.

Did Bitcoin Depot announce any new financial results in this 8-K?

No. The filing focuses on correcting the earlier Form 10-Q by adding previously omitted disclosures about insider Rule 10b5-1 trading arrangements and does not present new financial results.