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

Rhea-AI Filing Summary

Bitcoin Depot Inc. reporting person Teri G. Fontenot was granted 34,032 restricted stock units (RSUs) on 08/28/2025 under the companys 2023 Omnibus Incentive Plan; each RSU converts to one share of Class A common stock at no cash price. The RSUs vest on the earlier of the first anniversary of the grant or the next annual shareholder meeting at least 50 weeks after the grant. The report also discloses that the reporting person beneficially owns 74,032 shares following the transaction, which includes 40,000 previously granted RSUs that had vested and were not earlier reported.

Positive

• 34,032 RSUs granted under the 2023 Omnibus Incentive Plan, aligning executive compensation with shareholder interests
• Total beneficial ownership reported at 74,032 shares, including 40,000 previously vested RSUs now disclosed

Negative

• None.

Insights

Securities Analyst

TL;DR: Insider received equity compensation that increases reported beneficial ownership but reflects routine executive incentive practice.

The Form 4 documents a grant of 34,032 RSUs issued under the 2023 Omnibus Incentive Plan with standard vesting tied to time and the next annual meeting threshold. The filing also aggregates 40,000 previously granted RSUs that had vested but were not previously reported, yielding 74,032 shares beneficially owned after the reported grant. For investors, this is a non-cash compensation event increasing outstanding potential share count but does not indicate a sale or cash proceeds by the insider.

Corporate Governance Expert

TL;DR: The disclosure reflects routine equity-based compensation and correction for previously unreported vested RSUs.

The transaction appears to be a standard time-based RSU grant with vesting on the earlier of one year or the next qualifying shareholder meeting. Inclusion of 40,000 vested RSUs not previously filed suggests either an administrative reporting omission corrected here or retrospective aggregation; the form rectifies beneficial ownership records but does not signal a material change to governance or control by itself.

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).

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^*

Fontenot Teri G.

(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
	Officer (give title below)		Other (specify below)

3. Date of Earliest Transaction (Month/Day/Year)
08/28/2025

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	08/28/2025		A(1)(2)		34,032	A	$0(1)(2)	74,032(3)	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. Represents restricted stock units ("RSU") granted on August 28, 2025 under the Bitcoin Depot Inc. (the Company") 2023 Omnibus Incentive Plan (the "Plan"). Each restricted stock unit represents a contingent right to receive one share of the Company's Class A Common Stock.

2. The RSUs units will vest on the earlier of (i) the first anniversary of the grant date and (ii) the next annual shareholder meeting that is at least 50 weeks following the grant date.

3. Includes 40,000 RSUs previously granted in by the Company to the reporting person pursuant to the Plan for which the reporting person did not previously file a Form 4 or Form 5. All such grants have vested.

	/s/ Felicity Lewis, as attorney-in-fact for Teri Fontenot	09/02/2025
	** 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 the Form 4 for Bitcoin Depot Inc. (BTMWW) report?

The Form 4 reports a grant of 34,032 restricted stock units (RSUs) to reporting person Teri G. Fontenot on 08/28/2025 and shows 74,032 shares beneficially owned after the grant.

When do the RSUs vest according to the filing?

The RSUs vest on the earlier of the first anniversary of the grant date or the next annual shareholder meeting that is at least 50 weeks after the grant date.

Does the Form 4 show any cash proceeds from the transaction?

No; the transaction is a grant of RSUs with a $0 price, indicating no cash was paid by the reporting person for these units.

Why does the filing include 40,000 previously granted RSUs?

The filing states those 40,000 RSUs had vested and were not previously reported on a Form 4 or Form 5; they are included in the aggregated beneficial ownership total.

Did the reporting person sell or dispose of shares in this filing?

No; the transaction code is an acquisition of RSUs and the filing does not report any dispositions of securities.