BTM director receives 34,032 RSUs under 2023 Incentive Plan

Rhea-AI Filing Summary

Holmes W. Alexander, a director of Bitcoin Depot Inc. (ticker shown as BTM), reported an award of 34,032 restricted stock units (RSUs) on 08/28/2025. Each RSU represents a contingent right to one share of the company's Class A common stock and was granted under the company’s 2023 Omnibus Incentive Plan at a reported price of $0. Following the grant, the beneficial ownership reported for this class is 34,032 shares.

The RSUs vest on the earlier of the first anniversary of the grant date or the next annual shareholder meeting that occurs at least 50 weeks after the grant. The Form 4 was signed on behalf of Mr. Alexander by an attorney-in-fact on 09/02/2025. The filing indicates Mr. Alexander’s relationship to the issuer as a director and that the form was filed by one reporting person.

Insights

Corporate Governance Expert

TL;DR: Director awarded 34,032 RSUs that vest on time-based conditions, aligning interests with shareholders.

The grant of 34,032 restricted stock units to a sitting director is a routine time-based equity award intended to align management and director incentives with shareholder value. The award vests on straightforward time conditions: the earlier of one year or the subsequent annual meeting at least 50 weeks after grant, which is a common vesting approach for non-performance-based retention awards. The filing shows no exercise price because these are RSUs representing contingent rights to one share each. From a governance perspective, the disclosure is complete for this transaction and carries a neutral to modestly positive signal about director compensation practices.

Securities Analyst

TL;DR: Non-cash RSU grant increases potential future share issuance but contains only basic vesting and quantity details.

This Form 4 reports a grant rather than a cash transaction or option exercise. The award of 34,032 RSUs is recorded with a $0 price because RSUs represent future delivery of shares contingent on vesting. The document provides vesting timing but does not specify acceleration, forfeiture conditions, or whether shares will be settled in cash or stock, so further detail would be needed to model exact dilution timing. The filing is informational and does not indicate any immediate cash flow or exercised derivative activity.

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

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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^*

Holmes W. Alexander

(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)	34,032	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.

	/s/ Felicity Lewis, as attorney-in-fact for W. Alexander Holmes	09/02/2025
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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