{"url_path":"/sec/btmcq/8-k/2026-05-12/item-5-02","section_key":"item-5-02","section_title":"Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain","topic":"sec","document":{"doc_type":"8-K","doc_date":"2026-05-12","source_url":"https://www.sec.gov/Archives/edgar/data/1901799/0001193125-26-219660-index.html","accession_number":"0001193125-26-219660","cik":"0001901799","ticker":"BTMCQ","issuer_name":"Bitcoin Depot Inc.","edgar_url":"https://www.sec.gov/Archives/edgar/data/1901799/0001193125-26-219660-index.html","primary_entity_key":"0001901799","primary_entity_name":"Bitcoin Depot Inc."},"word_count":447,"has_tables":true,"body_markdown":"Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain\n\nOfficers; Compensatory Arrangements of Certain Officers.\n\n \n\nCancellation of Prior Retention Bonus Letters and Entry into New Retention Bonus Agreements\n\n \n\nOn May 6, 2026, the Company entered into retention bonus agreements (each, a “Retention Bonus Agreement”) with its Chief Financial Officer, David Gray, and its General Counsel and Corporate Secretary, Christopher Ryan (each, an “Officer”). Each Retention Bonus Agreement cancels and supersedes in its entirety the prior retention bonus letter previously entered into between the Company and the applicable Officer on March 30, 2026 (collectively, the “Original Retention Bonus Letters”).\n\n \n\nThe Retention Bonus Agreements provide for lump sum cash retention bonus payments of $600,000 and $550,000 to Mr. Gray and Mr. Ryan, respectively, payable no later than May 8, 2026. Once paid, each retention bonus will become non-forfeitable on the earliest of: (i) the closing of either a sale transaction(s) for all or substantially all of the Company’s assets or another transaction resulting in a Change in Control (as defined in the Bitcoin Depot Inc. 2023 Omnibus Incentive Plan) and (ii) nine months following the date of the Retention Bonus Agreement (such earlier date, the “Vesting Date”). The period from the date of the Retention Bonus Agreement through the date specified in clause (ii) is referred to as the “Retention Period.”\n\n \n\nIn the event an Officer’s employment is terminated before the Vesting Date by the Company (or an applicable subsidiary of the Company) for any reason other than Cause or due to the Officer’s death or Disability (a “Qualifying Termination”), the Officer will not be required to repay any portion of the retention bonus, subject to the execution and non-revocation of a release of claims in favor of the Company and its subsidiaries. If an Officer’s employment terminates before the Vesting Date for any reason other than a Qualifying Termination, the Officer must repay to the Company a pro-rata portion of the after-tax value of the retention bonus, equal to the number of remaining days in the Retention Period as of the date of termination divided by the total number of days in the Retention Period. Any amounts already paid under the Original Retention Bonus Letters prior to the date of the Retention Bonus Agreements have been earned by the Officers and are not subject to repayment pursuant to the Retention Bonus Agreements.\n\n \n\n \n\n \n\n \n\n \n\n \n\n \n\n \n\n \n\n \n\n \n\n \n\n \n\n \n\n \n\n \n\n \n\nSIGNATURE\n\n \n\nPursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.\n\n \n\n \n\n \n\n \n\n \n\n \n\n \n\n \n\n \n\n \n\n \n\nBITCOIN DEPOT INC.\n\n \n\n \n\n \n\nDate: May 12, 2026\n\nBy:\n\n/s/ Christopher Ryan\n\n \n\n \n\nName: Christopher Ryan\n\n \n\n \n\nTitle: General Counsel and Corporate Secretary"}