[Form 4] Bitcoin Depot Inc. Warrant Insider Trading Activity

Rhea-AI Filing Summary

Bitcoin Depot Inc. reported that its Chief Financial Officer, David Gray McLaughlin, was granted 100,000 restricted stock units (RSUs) under the company's 2023 Omnibus Incentive Plan on April 1, 2025. Each RSU entitles the holder to one share of Class A common stock upon vesting. The RSUs vest in stages: 33,334 RSUs vest on April 1, 2026, with the remaining RSUs vesting quarterly thereafter until all RSUs are fully vested on April 1, 2028. The RSUs will be settled by delivery of Class A common shares when they vest. The Form 4 was signed by the reporting person on September 11, 2025.

Positive

• 100,000 RSUs granted to the CFO indicates alignment of executive compensation with shareholder value via equity settlement
• Clear vesting schedule: 33,334 RSUs vest on April 1, 2026, with remaining RSUs vesting quarterly through April 1, 2028, supporting retention

Negative

• Potential dilution because RSUs settle in Class A common stock upon vesting (magnitude not provided in this filing)
• Materiality unclear as the filing does not disclose the company’s total outstanding shares or the proportion represented by 100,000 RSUs

Insights

Financial Analyst

TL;DR: CFO received a time‑based equity award of 100,000 RSUs that vests over three years, aligning pay with retention and company performance.

The grant of 100,000 RSUs to the CFO is a standard executive compensation mechanism that ties future pay to continued employment and potential share delivery. The staged vesting—one large tranche after one year followed by quarterly vesting to year three—supports retention through 2028. The Form 4 indicates these are non‑derivative RSUs settled in Class A common stock on vesting. Without additional disclosure of strike, tax treatment, or the company’s outstanding share count, quantitative impact on diluted shares or per‑share metrics cannot be determined from this filing alone.

Corporate Governance Expert

TL;DR: Time‑based RSU awards reflect standard governance practice but require context on grant size versus total equity to assess materiality.

The documentation shows the award follows the 2023 Omnibus Incentive Plan and uses customary multi‑year vesting to promote retention. The filing clearly states settlement will be in Class A shares and provides an explicit vesting schedule. However, this Form 4 does not disclose Plan limits, prior grants to the CFO, or board approval details, so governance implications such as alignment with long‑term shareholder interests or dilution effects cannot be fully evaluated from this form alone.

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^*

Gray David McLaughlin

(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)

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

3. Date of Earliest Transaction (Month/Day/Year)
04/01/2025

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	04/01/2025		A		100,000(1)	A	$0	100,000	D

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

Explanation of Responses:

1. Pursuant to the Bitcoin Depot Inc. 2023 Omnibus Incentive Plan, the reporting person was granted 100,000 restricted stock units ("RSUs") on April 1, 2025. Each RSU represents a contingent right to receive one share of Class A common stock upon vesting. The RSUs vest periodically as follows: 33,334 RSUs will vest on April 1, 2026; the remaining RSUs will vest on each quarterly anniversary of the vesting commencement date, completing on April 1, 2028. Upon vesting, the RSUs will be settled by delivery of shares of Class A common stock.

	/s/ David Gray	09/11/2025
	** 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.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.

FAQ

What did Bitcoin Depot (BTM/BTMWW) report on this Form 4?

The CFO, David Gray McLaughlin, was granted 100,000 RSUs on April 1, 2025 under the 2023 Omnibus Incentive Plan; RSUs settle into Class A common stock on vesting.

When do the RSUs granted to the CFO vest?

Vest schedule: 33,334 RSUs vest on April 1, 2026; the remainder vest quarterly on each anniversary of the vesting commencement date, completing on April 1, 2028.

How will the RSUs be settled according to the Form 4?

Upon vesting, each RSU will be settled by delivery of one share of Class A common stock of Bitcoin Depot.

Does the Form 4 state any cash price paid for the RSUs?

No. The Form 4 records the RSUs as granted at a $0 price and indicates settlement will be in shares upon vesting.

Who signed the Form 4 and when was it signed?

The Form 4 was signed by David Gray on September 11, 2025.