{"url_path":"/sec/btmww/8-k/2026-05-18/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 Officers; Compensatory Arrangements of Certain Officers.","topic":"sec","document":{"doc_type":"8-K","doc_date":"2026-05-18","source_url":"https://www.sec.gov/Archives/edgar/data/1901799/0001193125-26-227832-index.html","accession_number":"0001193125-26-227832","cik":"0001901799","ticker":"BTMCQ","issuer_name":"Bitcoin Depot Inc.","edgar_url":"https://www.sec.gov/Archives/edgar/data/1901799/0001193125-26-227832-index.html","primary_entity_key":"0001901799","primary_entity_name":"Bitcoin Depot Inc."},"word_count":661,"has_tables":true,"body_markdown":"Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.\n\nAppointment of Ivona Smith to Board of Directors\n\nOn May 13, 2026, the Board of Directors (the “Board”) of the Company, upon the recommendation of the Nominating and Corporate Governance Committee of the Board, appointed Ivona Smith to the Board, effective May 13, 2026. Ms. Smith will hold office until a successor is duly elected and qualified at the next annual meeting of stockholders or until her earlier death, resignation, or removal. The Board has determined that Ms. Smith meets the applicable standards for an independent director under the listing rules of the Nasdaq Stock Market LLC. On May 14, 2026, Ms. Smith was appointed as a member of the newly formed Restructuring Committee of the Board.\n\nMs. Smith has been with Drivetrain LLC, an independent fiduciary services firm, since 2016. Prior to joining Drivetrain, she served as Managing Director at Fair Oaks Capital LP, an investment advisory firm, from 2014 to\n\n2016. She was also the Co-Founder of Restoration Capital Management LLC, an investment advisory firm, where she worked from 2001 to 2012, and Co-Portfolio Manager at Tribeca Investments, LLC, the broker/dealer division of Citigroup/Traveler’s, from 1999 to 2000. Earlier in her career, Ms. Smith held roles as an auditor, analyst, and financial consultant at various accounting and investment banking firms, including Kidder Peabody and Ernst & Young. Ms. Smith has also served on several boards, including Rayonier Advanced Materials Inc. (2020 – Present), Peer Street, Inc. (April 2023 - May 2024), Vintage Wine Estates, Inc. (June - August 2024), 2U, Inc. (May - September 2024) and The Weinstein Company (2018 - 2021), where she contributed during its sale and wind-down process. She holds a bachelor’s degree in finance from Fordham University and an MBA from NYU Stern School of Business.\n\nIn connection with Ivona Smith’s appointment as an independent director of the Company, the Company entered into an Independent Director Agreement with Ms. Smith, dated as of May 14, 2026 (the “Smith Independent Director Agreement”). The Smith Independent Director Agreement provides that, for all services rendered by Ms. Smith as a director of the Company, and so long as Ms. Smith has not been removed as a director of the Company, Ms. Smith will receive $30,000 a month, payable in advance before the first day of each applicable month. Ms. Smith’s first monthly payment was due upon the execution of the Smith Independent Director Agreement and prorated for the remaining days of the month beginning on May 14, 2026. The Smith Independent Director Agreement further provides that Ms. Smith is entitled to receive a minimum of $120,000 in aggregate fees if she is removed as a director without cause. Ms. Smith is also entitled to receive $5,000 for each day on which she devotes more than five hours of service as a director to activities outside the scope of normal director duties. Additionally, Ms. Smith will be reimbursed by the Company for reasonable business-related expenses incurred in good faith in the performance of her duties, provided that she must obtain the Company’s written consent before she incurs any expense exceeding $2,000. The Smith Independent Director Agreement also provides standard non-discrimination and indemnification provisions.\n\nThere were no arrangements or understandings between Ms. Smith and any other person pursuant to which Ms. Smith was appointed as a member of the Board. There have been no transactions in which Ms. Smith has an interest that would be reportable under Item 404(a) of Regulation S-K.\n\nWARN Notice Distribution\n\nOn May 18, 2026, in order to comply with the requirements of the Worker Adjustment and Retraining Notification Act of 1988 (the “WARN Act”), the Company distributed letters to all of its employees, including its executive officers, notifying them of the Company’s intent to terminate their employment. The currently anticipated effective date of the terminations of employment of the executive officers is July 17, 2026."}