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

Bitcoin Depot CEO Brandon Mintz sold over 840,000 Class A Common Stock shares in early October 2025, pursuant to a pre-arranged 10b5-1 trading plan.

Summary

• CEO Brandon Mintz, a Director and 10% Owner of Bitcoin Depot Inc. (BTM), reported the sale of 842,732 shares of Class A Common Stock.
• The sales occurred on October 1, 2025, October 2, 2025, and October 3, 2025.
• All transactions were executed under a Rule 10b5-1 trading plan, which was entered into by the Reporting Persons on May 31, 2025.
• The sales involved the conversion of Class M Common Stock into an equal number of Class A Common Stock shares upon execution of the sales.
• Weighted average sales prices were $3.89 on October 1, 2025, $3.85 on October 2, 2025, and $3.83 on October 3, 2025.
• The shares were held indirectly by BD Investment Holdings LLC and BD Investment Holdings II LLC, entities over which Mr. Mintz has sole managing member control and voting/dispositive power.
• The filing also clarified that on May 30, 2025, the Issuer's former 'Up-C' structure was unwound, resulting in Mr. Mintz and affiliated entities receiving Class M Common Stock in exchange for Class V Common Stock.
• A previous Form 4 inadvertently listed all Class M Common Stock as directly held by Mr. Mintz and omitted his direct beneficial ownership of 178,166 Class A Common Stock shares, which this filing implicitly corrects.

Sentiment

Score: 5

Explanation: The filing reports routine, pre-planned insider sales under a 10b5-1 plan, which is a neutral event for company valuation. It also includes a correction of a previous filing, which is a positive for transparency but not directly impactful on sentiment.

Positives

• The sales were conducted under a pre-arranged Rule 10b5-1 trading plan, indicating a structured approach to personal financial management rather than a reaction to recent company performance.
• The filing provides transparency regarding insider transactions and corrects previous reporting inaccuracies, enhancing disclosure quality.

Negatives

• The sale of a significant number of shares by the CEO, even if pre-planned, could be perceived negatively by some investors as a reduction in insider ownership.

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.

Industry Context

Insider sales under a Rule 10b5-1 plan are a common practice for executives to manage their personal finances while adhering to insider trading regulations. These pre-scheduled sales are generally viewed as less indicative of management's sentiment about the company's future than unplanned sales.

Corporate Governance

Related Party Transactions

• Sales of Class A Common Stock by BD Investment Holdings LLC and BD Investment Holdings II LLC, entities controlled by CEO Brandon Mintz, under a Rule 10b5-1 trading plan.
• The unwinding of the 'Up-C' structure on May 30, 2025, involved the Issuer, Mr. Mintz, and entities affiliated with Mr. Mintz, resulting in an exchange of Class V Common Stock for Class M Common Stock.

Stakeholder Impact

• Shareholders: May observe a reduction in insider ownership, though the pre-planned nature of the sales under a 10b5-1 plan typically mitigates concerns about management's confidence in the company's future.

Key Dates

Recommendation

The filing details pre-planned insider sales by the CEO under a Rule 10b5-1 plan. Such sales are typically for personal financial management and do not necessarily reflect a change in management's outlook on the company's prospects. While insider selling can sometimes be a negative signal, the pre-arranged nature mitigates this concern. Without additional financial or operational updates, the filing alone does not warrant a change from a 'hold' position.

Keywords

Bitcoin Depot, BTM, Brandon Mintz, Insider Trading, Form 4, 10b5-1 Plan, Stock Sale, CEO, Equity Transaction