BTM director receives 34,032 RSUs; prior 70,000 vested disclosed

Rhea-AI Filing Summary

Bradley R. Strock, a director of Bitcoin Depot Inc. (ticker shown as BTM in the filing), was granted 34,032 restricted stock units (RSUs) on August 28, 2025, under the Companys 2023 Omnibus Incentive Plan. Each RSU represents a contingent right to one share of Class A common stock. 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 date. After this grant, the reporting person beneficially owns 104,032 shares, which includes 70,000 RSUs previously granted in 2023 and 2024 that have vested. The Form 4 was signed by an attorney-in-fact on September 2, 2025.

Positive

• Director alignment with shareholders via RSU grant that vests over time, encouraging retention and long-term interest alignment
• Clear vesting conditions: RSUs vest on the earlier of one year or the next qualifying annual meeting
• Disclosure of prior vested awards (70,000 RSUs) improves completeness of beneficial ownership reporting

Negative

• Potential dilution when 34,032 newly granted RSUs settle into Class A shares
• Late reporting of prior grants: 70,000 previously granted RSUs were not reported on earlier Form 4/Form 5 filings

Insights

Financial Analyst

TL;DR: Director received 34,032 RSUs, increasing beneficial holdings to 104,032 shares; impact on EPS and cap table is likely minimal.

The filing documents a standard equity compensation grant to a director under the 2023 Omnibus Incentive Plan. The RSUs convert to one share each upon vesting, which occurs on time-based triggers (one year or next qualifying shareholder meeting). This increases potential share count by the grant amount upon settlement and reflects typical alignment of management with shareholder interests. The filing also discloses 70,000 previously granted RSUs that have already vested and were not previously reported on Form 4 or Form 5.

Corporate Governance Expert

TL;DR: Governance-wise, the grant is routine: time-based RSUs for a director with customary vesting triggers and disclosed previously vested awards.

The disclosure confirms the director relationship and uses common vesting conditions tied to tenure or the annual meeting. Inclusion of previously vested RSUs (70,000) that were not earlier filed is notable for record completeness but does not itself indicate unusual governance practice. The grant aligns incentives but creates potential dilution equal to the number of RSUs when settled.

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
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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^*

Strock Bradley R.

(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	(1)(2)	104,032(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 70,000 RSUs previously granted in 2023 and 2024, in amounts of 35,000 each year, 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 Bradley R. Strock	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 Bradley R. Strock report on the Form 4 for Bitcoin Depot (BTM)?

The Form 4 reports a grant of 34,032 RSUs on 08/28/2025, increasing his beneficial ownership to 104,032 shares including prior vested RSUs.

When do the RSUs granted to the director vest?

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.

Do the RSUs convert to common stock?

Yes. Each restricted stock unit represents a contingent right to receive one share of Class A common stock upon settlement.

How many previously granted RSUs were disclosed as vested?

The filing states 70,000 RSUs previously granted in 2023 and 2024 have vested and are included in the beneficial ownership total.

Who signed the Form 4 and when was it filed?

The Form 4 was signed by Felicity Lewis, as attorney-in-fact for Bradley R. Strock on 09/02/2025.