Form 4: Bitcoin Depot CEO Sells Shares Under 10b5-1 Plan

Bitcoin Depot CEO Brandon Mintz sold 225,930 Class A common stock shares in September 2025, pursuant to a pre-arranged 10b5-1 trading plan.

Summary

• Brandon Mintz, CEO, Director, and 10% owner of Bitcoin Depot Inc. (BTM), reported the sale of 225,930 shares of Class A common stock.
• The sales occurred on September 18, 19, and 22, 2025, and were executed under a Rule 10b5-1 trading plan established on May 31, 2025.
• Each sale involved the automatic conversion of Class M Common Stock into an equal number of Class A Common Stock shares, which were then immediately sold.
• The shares were sold at weighted average prices ranging from $3.64 to $3.90 per share across the three transaction dates.
• The filing also clarified a previous Form 4 error regarding the direct and indirect beneficial ownership of Class M and Class A common stock following the unwinding of the Issuer's 'Up-C' structure on May 30, 2025.

Sentiment

Score: 4

Explanation: The sentiment is slightly negative due to significant insider selling by the CEO. While the sales were pre-planned under a 10b5-1 plan, which reduces the implication of trading on negative non-public information, the volume and the declining average sale price could still be perceived as a negative signal by investors.

Positives

• The sales were conducted under a pre-arranged Rule 10b5-1 trading plan, indicating they were not reactive to recent non-public information and were part of a planned diversification or liquidity strategy.

Negatives

• Insider selling by a CEO, Director, and 10% owner can be perceived negatively by the market, potentially signaling a lack of confidence or a desire to diversify holdings.
• The sales occurred at declining average prices over the three days, from $3.90 on September 18, 2025, to $3.64 on September 22, 2025.

Risks

• Potential negative market sentiment due to significant insider selling by the CEO, which could lead to downward pressure on the stock price.
• The declining share price at which the sales occurred could indicate existing or anticipated downward pressure on the stock.

Future Outlook

The filing does not contain any forward-looking statements or guidance regarding the company's future performance or strategic direction.

Management Comments

• 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.
• Mr. Mintz is the sole managing member of each of BD Investment Holdings LLC and BD Investment Holdings II LLC and controls voting and dispositive power over shares held by such entities.
• 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.

Industry Context

Insider transactions, particularly sales by key executives, are closely watched in the cryptocurrency and blockchain-related industry, as they can influence investor confidence. While sales under a 10b5-1 plan are pre-scheduled and mitigate concerns about trading on material non-public information, the sheer volume and timing can still be scrutinized by the market.

Comparison to Industry Standards

• NA

Related Party Transactions

• The transactions involve Brandon Mintz, the CEO, Director, and 10% owner of Bitcoin Depot Inc., selling shares of the company.
• The unwinding of the 'Up-C' structure on May 30, 2025, involved the Issuer, Mr. Mintz, and entities affiliated with Mr. Mintz, resulting in the exchange of Class V Common Stock for Class M Common Stock.

Stakeholder Impact

• Shareholders: May interpret the CEO's share sales as a negative signal, potentially leading to decreased investor confidence or downward pressure on the stock price.
• Employees: No direct impact mentioned, but significant insider selling can sometimes affect employee morale or perception of company stability.

Next Steps

• The reporting person undertakes to provide full information regarding the number of shares sold at each separate price within the reported ranges upon request from the Issuer, any security holder, or the SEC staff.

Key Dates

Recommendation

While the sales were executed under a pre-arranged 10b5-1 plan, mitigating concerns about trading on immediate non-public information, the significant volume of shares sold by the CEO, a key insider, at declining prices could be viewed as a yellow flag. Investors should monitor future insider activity and company performance, but this filing alone does not provide a strong catalyst for a 'buy' or 'sell' recommendation, hence a 'hold' is appropriate.

Keywords

Bitcoin Depot, BTM, Brandon Mintz, CEO, insider trading, Form 4, stock sale, 10b5-1 plan, Class A common stock, Class M common stock, beneficial ownership