[Form 4] Bitcoin Depot Inc. Insider Trading Activity

Rhea-AI Filing Summary

Brandon Mintz, Chief Executive Officer and a director of Bitcoin Depot Inc. (ticker provided as BTMWW), reported a series of insider transactions executed under a Rule 10b5-1 trading plan. On September 18, 19 and 22, 2025, entities controlled by Mr. Mintz (BD Investment Holdings LLC and BD Investment Holdings II LLC) executed sales of Class A common stock in multiple tranches: 69,785 shares, 84,852 shares and 71,293 shares, respectively, at weighted-average prices of $3.90, $3.75 and $3.64. Those sales followed conversions of Class M shares into Class A shares triggered by the sales. The filing notes the reporting person is sole managing member of the holding entities and corrects prior Form 4 reporting errors about direct holdings.

Positive

• Transactions executed under a Rule 10b5-1 plan, which reduces concerns about opportunistic insider timing
• Filing discloses weighted-average prices and price ranges for the multiple sale tranches
• Correction of prior Form 4 errors and explicit disclosure of indirect ownership and control over affiliated entities

Negative

• Substantial insider sales: aggregate sales of 225,930 Class A shares across the reported dates reduce affiliated holdings
• Prior reporting inaccuracies originally misattributed holdings and omitted 178,166 directly held Class A shares, indicating control weaknesses
• Complex security structure (Class M conversions to Class A tied to transfers) increases reporting complexity for investors

Insights

Securities Analyst

TL;DR: CEO-led sales under a 10b5-1 plan reduced affiliated entities' Class A holdings in predictable, preplanned trades; conversion mechanics caused reporting complexity.

The transactions were implemented under a pre-existing Rule 10b5-1 plan, which generally reduces concerns about opportunistic timing. Sales occurred across three dates with weighted-average prices disclosed and were effected following automatic conversions of Class M shares into Class A upon sale. The filing discloses control of the holding entities by Mr. Mintz, clarifies prior reporting errors, and commits to provide granular per-price sale details on request. From a market-impact perspective, the disclosed volumes are material at the share-count level but the plan-based nature lowers information asymmetry risk.

Corporate Governance Expert

TL;DR: Disclosure aligns with Section 16 requirements, but prior filing errors highlight governance/reporting process weaknesses.

The Form 4 provides required detail about the insider, relationship to the issuer, and the 10b5-1 plan basis for sales, which supports compliance. However, the remarks acknowledge an earlier Form 4 that misattributed direct holdings and omitted direct beneficial ownership of 178,166 Class A shares, indicating a lapse in reporting controls. The corrected filing and explicit attribution of indirect ownership via BD Investment entities help remediate the record, but governance should ensure tighter review processes to prevent similar mistakes.

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)
09/18/2025

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	09/18/2025		C		69,785	A	$0	69,785	I	By BD Investment Holdings LLC(4)
Class A common stock	09/18/2025		S(1)		69,785	D	$3.9(2)	0	I	By BD Investment Holdings LLC(4)
Class A common stock	09/19/2025		C		84,852	A	$0	84,852	I	By BD Investment Holdings LLC(4)
Class A common stock	09/19/2025		S(1)		84,852	D	$3.75(2)	0	I	By BD Investment Holdings LLC(4)
Class A common stock	09/22/2025		C		71,293	A	$0	71,293	I	BY BD Investment Holdings LLC(4)
Class A common stock	09/22/2025		S(1)		71,293	D	$3.64(2)	0	I	By BD investment Holdings 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)	09/18/2025		C			69,785	(3)	(3)	Class A Common Stock	69,785	$0(3)	960,262	I	By BD Investment Holdings LLC(4)
Class M Common Stock	$0(3)	09/19/2025		C			84,852	(3)	(3)	Class A Common Stock	84,852	$0(3)	875,410	I	By BD Investment Holdings LLC(4)
Class M Common Stock	$0(3)	09/22/2025		C			71,293	(3)	(3)	Class A Common Stock	71,293	$0(3)	804,117	I	By BH Investment Holdings LLC(4)
Class M Common Stock	$0	09/22/2025		C			0	(3)	(3)	Class A Common Stock	$0	$0	39,974,977	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) September 18, 2025 at prices ranging from $3.85 to $3.95, (ii) on September 19, 2025 at prices ranging from $3.66 to $3.93 and (iii) on September 22, 2025 at prices ranging from $3.54 to $3.70, 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 225,930 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	09/22/2025
	** 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.
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FAQ

What insider transactions did Brandon Mintz report for Bitcoin Depot (BTMWW)?

Mr. Mintz reported sales of Class A common stock executed on 09/18/2025 (69,785 shares), 09/19/2025 (84,852 shares) and 09/22/2025 (71,293 shares) under a Rule 10b5-1 plan.

Were the sales by Brandon Mintz preplanned or opportunistic?

The sales were executed pursuant to a Rule 10b5-1 trading plan entered on May 31, 2025, as stated in the Form 4.

What prices were the shares sold at in the reported transactions?

Weighted-average prices reported: $3.90 for 09/18/2025, $3.75 for 09/19/2025 and $3.64 for 09/22/2025; price ranges per date are disclosed in the filing.

How does Mr. Mintz hold the shares reported in the Form 4?

Mr. Mintz is the sole managing member of BD Investment Holdings LLC and BD Investment Holdings II LLC and controls voting and dispositive power over shares held by those entities.

Did the filing correct any previous mistakes?

Yes. The remarks state a prior Form 4 inadvertently mislisted Class M shares as directly held by Mr. Mintz and omitted his direct beneficial ownership of 178,166 Class A shares; this filing corrects those items.