Bitcoin Depot Inc. 8-K

What Happened

• Bitcoin Depot Inc. filed a Form 8-K to report a one-for-seven (1:7) reverse stock split of its common stock, effective 12:01 a.m. Eastern Time on February 23, 2026. The Board approved the 1:7 ratio on February 12, 2026 under prior stockholder authorization (which allowed a 1:5 to 1:20 split range). Class A Common Stock will begin trading on a split-adjusted basis on Nasdaq on February 23, 2026 under the existing ticker "BTM"; the new CUSIP is 09174P303. The Company also issued a press release on February 19, 2026 announcing the split (Exhibit 99.1).

Key Details

• Reverse split ratio: 1-for-7, effective Feb 23, 2026 at 12:01 a.m. ET.
• Outstanding shares (approx.): Class A from 35,495,968 → ~5,070,852; Class M from 37,846,102 → ~5,406,586 (subject to fractional-share cash-out).
• Fractional shares: holders entitled to fractional shares will receive a cash payment equal to the fractional share × the five‑day VWAP ending the trading day before the Effective Time (no interest).
• Warrant and award adjustments: warrants exercisable for Class A will be reduced proportionally (seven pre-split shares → one post-split share) and the warrant exercise price will adjust (reported post-split exercise price: $80.50, up from $11.50 pre-split). Equity awards and the number of shares registered on the 2023 Form S-8 will be proportionately reduced (registered shares decrease from 7,536,807 to 1,076,686).

Why It Matters

• The reverse split reduces the number of shares outstanding and increases the per-share price but does not materially change any holder’s percentage ownership (except for cashing out fractional shares). For investors, this affects per-share metrics, outstanding share counts, warrant exercise economics, and the number of shares available for future equity grants. There is no change to the Company’s total authorized shares. Brokerage account holders do not need to take action; the transfer agent will notify record holders.