Brandon Taylor Mintz - 06 Oct 2025 Form 4 Insider Report for Bitcoin Depot Inc. (BTM)

Role
Chief Executive Officer, Director
Signature
/s/ Christopher Ryan, as attorney-in-fact for Brandon Mintz
Issuer symbol
BTM
Transactions as of
06 Oct 2025
Net transactions value
-$6,416,393
Form type
4
Filing time
08 Oct 2025, 21:04:22 UTC
Previous filing
03 Oct 2025
Next filing
05 Nov 2025
SEC
View on sec.gov

Reporting Owners (1)

Name Relationship Address Signature Signature date CIK
Mintz Brandon Taylor Chief Executive Officer, Director C/O BITCOIN DEPOT INC.,, 2870 PEACHTREE ROAD NE, SUITE 327, ATLANTA /s/ Christopher Ryan, as attorney-in-fact for Brandon Mintz 08 Oct 2025 0001952409

Transactions Table

Type Sym Class Transaction Value $ Shares Change % * Price $ Shares After Date Ownership Footnotes
transaction BTM Class A Common Stock Conversion of derivative security $0 +436,498 $0.000000 436,498 06 Oct 2025 By BD Investment Holdings II LLC F4
transaction BTM Class A Common Stock Sale $1,924,956 -436,498 -100% $4.41 0 06 Oct 2025 By BD Investment Holdings II LLC F1, F2, F4
transaction BTM Class A Common Stock Conversion of derivative security $0 +878,213 $0.000000 878,213 07 Oct 2025 By BD Investment Holdings II LLC F4
transaction BTM Class A Common Stock Sale $3,064,963 -878,213 -100% $3.49 0 07 Oct 2025 By BD Investment Holdings II LLC F1, F2, F4
transaction BTM Class A Common Stock Conversion of derivative security $0 +425,813 $0.000000 425,813 08 Oct 2025 By BD Investment Holdings II LLC F4
transaction BTM Class A Common Stock Sale $1,426,474 -425,813 -100% $3.35 0 08 Oct 2025 By BD Investment Holdings II LLC F1, F2, F4

Derivative Securities (e.g., puts, calls, warrants, options, convertible securities)

Type Sym Class Transaction Value $ Shares Change % * Price $ Shares After Date Underlying Class Amount Exercise Price Ownership Footnotes
transaction BTM Class M Common Stock Conversion of derivative security $0 -436,498 -1.1% $0.000000 39,499,864 06 Oct 2025 Class A Common Stock 0 $0.000000 By BD Investment Holdings II LLC F3, F4
transaction BTM Class M Common Stock Conversion of derivative security $0 -878,213 -2.2% $0.000000 38,621,651 07 Oct 2025 Class A Common Stock 0 $0.000000 By BD Investment Holdings II LLC F3, F4
transaction BTM Class M Common Stock Conversion of derivative security $0 -425,813 -1.1% $0.000000 38,195,838 08 Oct 2025 Class A Common Stock 0 $0.000000 By BD Investment Holdings II LLC F3, F4
* An asterisk sign (*) next to the price indicates that the price is likely invalid.

Buy Plan / Sale Plan: These are also open market purchases/sales of shares, but in this case the transaction is part of a trading plan. Rule 10b5-1 allows insiders to setup a trading plan to buy/sell stocks over a certain period of time. Since the purchases/sales are predetermined, this protects the insiders from violating insider trading law.

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).

Explanation of Responses:

Id Content
F1 The sales of stock reflected in this Form 4 were effected pursuant to a Rule 10b5-1 trading plan entered into by the Reporting Persons on May 31, 2025.
F2 The sales price reported in Column 4 is a weighted average price. The shares were sold in multiple transactions on (i) October 6, 2025 at prices ranging from $4.31 to $4.79, (ii) on October 7, 2025 at prices ranging from $3.36 to $3.85 and (iii) on October 8, 2025 at prices ranging from $3.22 to $3.56, inclusive. The reporting person undertakes to provide to the Issuer, any security holder of the Issuer or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the ranges set forth in this Form 4.
F3 The Class M Common Stock is convertible into an equal number of shares of Class A Common Stock upon the transfer by any Reporting Person to a person or entity unaffiliated with Mr. Mintz, and has no expiration date. Pursuant to the Rule 10b5-1 Plan entered into by the Reporting Person on May 31, 2025, an aggregate of 1,740,524 shares of Class M Common Stock were sold on the dates noted above, resulting in the automatic conversion of the shares into Class A Common Stock upon execution of the sales.
F4 Mr. Mintz is the sole managing member of BD Investment Holdings II LLC and controls voting and dispositive power over the shares held by such entity.

Remarks:

On May 30, 2025, the Issuer, Mr. Mintz and entities affiliated with Mr. Mintz undertook a transaction (the "Transaction") whereby the Issuer's former "Up-C" structure was unwound and Mr. Mintz and such affiliated entities received one share of Class M Common Stock in exchange for each share of Class V Common Stock indirectly held by them through BT Assets, Inc. immediately prior to consummation of the Transaction. The Transaction resulted in Mr. Mintz and his affiliated entities receiving only the shares they were entitled to under the Up-C structure prior to giving effect to the Transaction. The Form 4 filed in connection with the Transaction inadvertently (i) listed all shares of Class M Common Stock held by BD Investment Holdings LLC and BD Investment Holdings II LLC as directly held by Mr. Mintz and (ii) omitted the direct beneficial ownership by Mr. Mintz of 178,166 shares of the Issuer's Class A Common Stock.