Bitcoin Depot (BTM) Proxy Filing summary

Executive summary

• Annual Meeting scheduled for December 12, 2025, to be held virtually; record date is November 14, 2025.

• Stockholders will vote on electing seven directors and ratifying Wolf & Company, P.C. as the independent auditor for 2025.

• Brandon Mintz, through BD Investment Holdings II, controls 91.46% of voting power and intends to vote in line with Board recommendations.

• Proxy materials are distributed both by mail and online; voting can be done via internet, phone, mail, or during the meeting.

Voting matters and shareholder proposals

• Proposal 1: Elect seven director nominees to serve until the next annual meeting.

• Proposal 2: Ratify Wolf & Company, P.C. as independent registered public accounting firm for 2025.

• Board recommends voting FOR all director nominees and FOR auditor ratification.

• Shareholder proposals for the 2026 meeting must be received by July 28, 2026, for inclusion under Rule 14a-8.

Board of directors and corporate governance

• Board consists of seven directors; majority are independent per Nasdaq rules.

• Mintz will transition to Executive Chairman on January 1, 2026; Buchanan will become CEO.

• Board has Audit, Compensation, and Nominating & Corporate Governance Committees; only Audit Committee is fully independent.

• Lead independent director role held by Bradley Strock; Board held 5 meetings in 2024.

• Code of Ethics and insider trading policies in place; anti-hedging and anti-pledging policies enforced.