[144] Penumbra, Inc. SEC Filing

Rhea-AI Filing Summary

Bitcoin Depot Inc. (Nasdaq: BTM) has filed a shelf registration statement on Form 424B5 allowing it to issue up to $100 million in securities, including Class A common stock, preferred stock, warrants and/or units, in one or more offerings. Specific terms, pricing and underwriters will be disclosed in future prospectus supplements.

Capital structure & potential dilution: The company currently has 22,555,710 Class A shares outstanding, 41,193,024 Class M shares (10 votes per share) controlled by the CEO, and 43,848,750 warrants exercisable at $11.50 until June 30 2033. Any issuance under the shelf could materially increase the public float and dilute existing holders, though proceeds will fund “general corporate purposes.”

Business snapshot: Bitcoin Depot operates the largest Bitcoin ATM (BTM) network in North America with 8,483 kiosks and BDCheckout access in 10,926 retail locations as of March 31 2025. Q1 2025 revenue was $164.2 million, up from $138.5 million in Q1 2024, yet the company notes a 9.7 % revenue decline on a trailing-twelve-month basis despite a 15.7 % rise in Bitcoin prices, underscoring limited correlation between revenue and crypto price movements.

Key relationships & competitive position: The firm is the exclusive BTM provider for approximately 900 U.S. and Canadian Circle K stores and also licenses its BitAccess processing software to third-party operators, generating recurring software revenue.

Risk highlights (summarised from filing):

• High dilution risk from additional equity or equity-linked issuances.
• Complex, multi-class share structure with super-voting Class M and Class V shares.
• Regulatory, competitive and litigation uncertainties outlined under “Risk Factors.”

Insights

Securities Analyst

TL;DR: $100 M shelf adds capital flexibility but flags dilution; revenue growth mixed; overall neutral until issuance terms clear.

The mixed-shelf provides management with a quick, cost-effective way to raise up to $100 million, roughly equal to six months of Q1 2025 run-rate revenue. This liquidity could fund further kiosk roll-outs, software enhancements or debt repayment without timing constraints. However, with only 22.6 million Class A shares outstanding and a recent $5.63 price, issuing common stock would be highly dilutive if the full authorization is tapped. Investors should monitor subsequent prospectus supplements for size, pricing, and whether the company leans toward non-dilutive instruments such as preferred stock or warrants. Given the exclusive Circle K partnership and 18 % year-on-year Q1 revenue growth, the additional capital could accelerate market share gains if deployed efficiently.

Corporate Governance Expert

TL;DR: Multi-class super-voting structure plus new shelf raises governance and control concentration concerns.

The prospectus confirms a highly complex capital stack: Class M (10 votes/share) alone bestows majority control on the CEO and affiliated entities. The shelf could widen economic ownership among public investors without reducing this voting concentration, entrenching management. Further, 43.8 million outstanding warrants and potential preferred issuances complicate future dilution math. While such structures are permissible, they often draw scrutiny from institutional investors and proxy advisers, especially for companies seeking additional equity. I view the control dynamics, coupled with dilution flexibility, as governance-negative despite operational momentum.

Form 144 Filer Information	UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 144 NOTICE OF PROPOSED SALE OF SECURITIES PURSUANT TO RULE 144 UNDER THE SECURITIES ACT OF 1933
FORM 144

144: Filer Information

Filer CIK
Filer CCC
Is this a LIVE or TEST Filing?	LIVE TEST
Submission Contact Information
Name
Phone
E-Mail Address

144: Issuer Information

Name of Issuer

SEC File Number

Address of Issuer

Phone

Name of Person for Whose Account the Securities are To Be Sold

See the definition of "person" in paragraph (a) of Rule 144. Information is to be given not only as to the person for whose account the securities are to be sold but also as to all other persons included in that definition. In addition, information shall be given as to sales by all persons whose sales are required by paragraph (e) of Rule 144 to be aggregated with sales for the account of the person filing this notice.

Relationship to Issuer

144: Securities Information

Title of the Class of Securities To Be Sold	Name and Address of the Broker	Number of Shares or Other Units To Be Sold	Aggregate Market Value	Number of Shares or Other Units Outstanding	Approximate Date of Sale	Name the Securities Exchange
Common Stock	J.P. Morgan Securities LLC 390 Madison Avenue 6th Floor New York NY 10017	3000	769890	38725940	07/01/2025	NYSE

Furnish the following information with respect to the acquisition of the securities to be sold and with respect to the payment of all or any part of the purchase price or other consideration therefor:

144: Securities To Be Sold

Title of the Class	Date you Acquired	Nature of Acquisition Transaction	Name of Person from Whom Acquired	Is this a Gift?	Date Donor Acquired	Amount of Securities Acquired	Date of Payment	Nature of Payment *
Common Stock	03/15/2024	RSU Vesting	Issuer			196	03/15/2024	Compensation
Common Stock	04/15/2024	RSU Vesting	Issuer			347	04/15/2024	Compensation
Common Stock	12/28/2022	Option Exercise	Issuer			2457	12/28/2022	Cash

* If the securities were purchased and full payment therefor was not made in cash at the time of purchase, explain in the table or in a note thereto the nature of the consideration given. If the consideration consisted of any note or other obligation, or if payment was made in installments describe the arrangement and state when the note or other obligation was discharged in full or the last installment paid.

Furnish the following information as to all securities of the issuer sold during the past 3 months by the person for whose account the securities are to be sold.

144: Securities Sold During The Past 3 Months

Name and Address of Seller	Title of Securities Sold	Date of Sale	Amount of Securities Sold	Gross Proceeds
Johanna Roberts C/o Penumbra, Inc. One Penumbra Place Alameda CA 94502	Common	04/24/2025	600	180008.84
Johanna Roberts C/o Penumbra, Inc. One Penumbra Place Alameda CA 94502	Common	05/12/2025	900	268699.32
Johanna Roberts C/o Penumbra, Inc. One Penumbra Place Alameda CA 94502	Common	06/02/2025	600	154903.44

144: Remarks and Signature

Remarks

Date of Notice

Date of Plan Adoption or Giving of Instruction, If Relying on Rule 10b5-1

ATTENTION:

The person for whose account the securities to which this notice relates are to be sold hereby represents by signing this notice that he does not know any material adverse information in regard to the current and prospective operations of the Issuer of the securities to be sold which has not been publicly disclosed. If such person has adopted a written trading plan or given trading instructions to satisfy Rule 10b5-1 under the Exchange Act, by signing the form and indicating the date that the plan was adopted or the instruction given, that person makes such representation as of the plan adoption or instruction date.

Signature

ATTENTION: Intentional misstatements or omission of facts constitute Federal Criminal Violations (See 18 U.S.C. 1001)