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

Rhea-AI Filing Summary

Bitcoin Depot Inc. (BTM) Form 4 — filed 07/20/2025 reports an equity award to the company’s Chief Legal Officer, Christopher Ryan. On 04/01/2025 he was granted 75,000 restricted stock units (RSUs) under the 2023 Omnibus Incentive Plan at an acquisition price of $0. Each RSU represents one share of Class A common stock upon vesting.

The vesting schedule is tiered: 25,500 RSUs vest on 04/01/2026; the remaining 6,250 RSUs vest each quarter thereafter until fully vested. After the grant, Ryan’s direct beneficial ownership stands at 75,000 Class A shares. No derivative securities were reported, and the filing indicates routine compensation rather than market purchases or sales.

While the grant slightly increases potential share count, it primarily serves to align executive incentives with shareholder interests. The filing contains no financial performance data and does not alter current earnings or guidance.

Positive

• Equity incentive aligns the Chief Legal Officer’s compensation with shareholder value.

Negative

• Incremental dilution of 75,000 shares will occur as RSUs settle.

Insights

Securities Analyst

TL;DR: Routine RSU award; neutral impact, modest dilution, aligns incentives.

The 75,000-share RSU grant to the Chief Legal Officer is typical post-SPAC compensation practice. Vesting begins one year out, extending quarterly, which encourages retention and long-term focus. Because the shares are issued at $0 and settled in stock, dilution is incremental and immaterial relative to the company’s public float. No open-market activity or derivative exposure was disclosed, so the transaction carries neutral market impact. Investors should monitor subsequent Form 4s for any share sales once units vest.

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).

1. Name and Address of Reporting Person^*

Bitcoin Depot Inc.

(Last) (First) (Middle)

C/O BITCOIN DEPOT INC.

3343 PEACHTREE ROAD NE, SUITE 750

(Street)

ATLANTA GA 30326

(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 Legal 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		75,000(1)	A	$0	75,000	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 75,000 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: 25,500 RSUs will vest on April 1, 2026; 6,250 RSUs will vest each quarter following the vesting commencement date. Upon vesting, the RSUs will be settled by delivery of shares of Class A common stock.

	/s/ Christopher Ryan	07/20/2025
	** 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

How many shares were granted to Bitcoin Depot’s Chief Legal Officer?

75,000 RSUs were granted on 04/01/2025.

When do the BTM RSUs start vesting?

The first tranche of 25,500 RSUs vests on 04/01/2026.

What is the vesting frequency after April 2026?

6,250 RSUs vest each quarter following the initial vesting date.

Did the officer purchase shares on the open market?

No. The shares were granted as RSUs at $0 acquisition cost; no market purchase occurred.

Does the Form 4 include any derivative securities?

No derivative securities were reported in this filing.