The Insider Agreement: How Bitcoin Depot's Own Filings Reveal the Incentive Architecture Behind $70 Million in Insider Cash-Outs

Bitcoin Depot's 2025 Form 10-K hit EDGAR at 4:02 PM on March 18, 2026 — one day late, filed under the shadow of a two-sentence NT 10-K and a Connecticut emergency order that suspended the company's statewide operations nine days earlier. The 298-page filing is simultaneously the most complete disclosure Bitcoin Depot has ever made and, in the contrast it creates with everything that was not disclosed before, its most damning document yet.

Our original investigation raised questions about founder Brandon Mintz extracting $70 million while the company faced allegations of facilitating consumer fraud. The new filings don't just validate those questions. They provide the receipts. They reveal a company whose operating entity was failing state-mandated minimum net worth requirements while insiders negotiated bonus structures tied to extracting cash. They expose a litigation docket that exploded in size overnight — after years of near-silence in prior filings. And at the center of it all sits a single document, hidden for nearly three years, that functions as the Rosetta Stone of this investigation.

Section 01The Rosetta Stone: Exhibit 10.32

For the first time since going public in June 2023, Bitcoin Depot attached a letter agreement to its annual report that changes the math of this entire investigation. Exhibit 10.32 is a one-page document signed on July 21, 2023, by Brandon Mintz as CEO and addressed to Scott Buchanan, then COO. It restructures Buchanan's "BT Transaction Bonus" into three tranches, each of which encodes a separate financial incentive:

Plus 120,500 RSUs vesting quarterly over one year.

The third tranche is the smoking gun. Under its terms, every time Bitcoin Depot pays $5 million in preferred dividends to BT Assets — Brandon Mintz's controlling entity — Scott Buchanan personally receives $125,000. The 10-K's narrative compensation disclosure confirms: as of the filing date, $29 million in preferred dividends have been paid to BT Assets. Accordingly, Buchanan has earned $725,000 of his $750,000 maximum — paid for by the act of moving cash from the company to the founder.

The second tranche is equally revealing. The $325,000 payment is conditional on the Tangible Net Worth of Bitcoin Depot Operating LLC exceeding $3,000,000. When Mintz and Buchanan signed this agreement on July 21, 2023, the SPAC merger had closed just three weeks earlier. The going-public process would have involved full financial due diligence. The same 10-K that finally publishes this agreement also discloses that the Connecticut Department of Banking found Bitcoin Depot Operating LLC failed to maintain the legally required minimum TNW of $1,000,000 in both 2022 and 2023.

They set a $3 million TNW trigger precisely because they knew the company wasn't there. The question this document forces into the open: at the time this agreement was signed, did Mintz and Buchanan know that OpCo's TNW was below $3,000,000 — and if so, was the pending status of that $325,000 bonus payment deliberately structured to mask the company's license compliance status from investors?

Section 02The Insolvency Receipts: Tangible Net Worth and the Cash-Out Timeline

How bad was the balance sheet while these distributions were flowing? The publicly available SEC filings provide consolidated balance-sheet data quarter by quarter. The table below assembles the reported consolidated stockholders' equity and computes a tangible net worth proxy by subtracting goodwill and intangible assets.

The trajectory is stark. At December 31, 2024, Bitcoin Depot's consolidated liabilities exceeded its consolidated assets by roughly $16.5 million. During that same year, $37.16 million in distributions flowed to BT HoldCo members — primarily BT Assets, Mintz's vehicle. The company was paying out tens of millions to its founder while, by its own reported numbers, it was balance-sheet insolvent at year-end 2024.

Under Section 18-607 of the Delaware LLC Act, a distribution is unlawful if, at the time it is made, the company's liabilities exceed the fair value of its assets. The 10-K's own balance sheet — liabilities of $96.6 million against assets of $80.1 million as of December 31, 2024 — raises the question of whether the distributions made throughout 2024 and 2025 complied with Delaware law. Whether the Up-C structure insulated any individual from personal liability is a material legal question this article flags but does not resolve.

A note on TNW as an investor risk: The loss of state money transmitter licenses can be catastrophic for the business — the company simply cannot operate in states where its license is suspended or revoked. Bitcoin Depot operates under 19 active state money transmitter licenses. Yet insufficient or negative TNW was never disclosed as a specific risk factor to investors in any prior filing. The Connecticut order demonstrates this risk is not hypothetical.

The $70 Million+ Extraction: Audited Breakdown

The headline "$70 million+" figure from our Part 1 investigation is referenced throughout but deserves an audited accounting in one place. Based on the 2025 10-K and prior SEC filings:

Note: Pre-2024 distributions to BT Assets are not included. The total extraction since the June 2023 SPAC listing exceeds $70 million with room to spare.

Section 03The Insider Transaction Timeline

The Buchanan bonus agreement is the earliest documentary link between management's awareness of TNW as a metric and the insider-aligned cash extraction incentives. But the timeline extends through 2025 and into 2026, with insider trading plans adopted, terminated, and replaced during a period when the litigation and regulatory picture was deteriorating rapidly.

Two dates demand particular attention. On November 26, 2025 — two days after the $18.5 million arbitration loss was announced — Mintz terminated his 8-million-share trading plan and adopted a new one covering 12 million shares, running through November 2026. Buchanan adopted his own 49,000-share plan the same day. Both insiders were establishing formal disposition programs at the precise moment the company's litigation exposure had become undeniable.

The December 19, 2025 Silverview credit amendment is equally telling. One month after the arbitration award and two months before the Massachusetts AG complaint, Bitcoin Depot raised its credit agreement's monetary judgment default threshold from $1.0 million to $3.5 million and carved out exceptions for "certain existing matters." The timing — six days before year-end, in the direct shadow of the $18.5 million liability — suggests management was actively managing the cascade of litigation disclosures to prevent a debt default event.

Section 04One Order, Two Hidden Liabilities: The Coin Cloud Connection

The 2025 10-K discloses for the first time a separate dispute with BitAccess minority shareholders, led by co-founder Moe Adham, seeking $0 to $10.4 million. This disclosure, when read alongside Adham's October 25, 2024 Ontario Statement of Claim and the already-disclosed $18.5 million Cash Cloud arbitration, reveals that what Bitcoin Depot had presented as separate litigation buckets trace back to a single alleged act.

In his claim, Adham alleges that on August 1, 2022, Bitcoin Depot directed BitAccess to terminate software services to Coin Cloud — BitAccess's largest customer, representing approximately 85% of its annual revenues — for anti-competitive reasons. When Adham refused to breach a court undertaking not to interfere with Coin Cloud's software access, Adham alleges that Bitcoin Depot unilaterally seized control of BitAccess's software and deactivated Coin Cloud's access over his objections. This, Adham alleges, necessitated an emergency hearing before Justice Hooper of the Ontario Superior Court, who granted an interim injunction restoring access temporarily.

In its public bankruptcy filings, Coin Cloud cited Bitcoin Depot's conduct as the cause of its insolvency before filing for Chapter 11 on February 7, 2023, with over $153.9 million in liabilities. (Coin Cloud's bankruptcy had other cited contributing factors, including a hack and alleged CMO fraud.)

Adham further alleges that after ordering the Coin Cloud shutdown, Bitcoin Depot submitted financial data to valuation firm Alvarez & Marsal that excluded Coin Cloud's revenue — on the basis that Coin Cloud was "no longer a customer" — thereby depressing the fair market value of the minority shareholders' 20% interest from what Adham says should have been $8–10 million to approximately $4.4 million. The GSRM SPAC transaction agreement's Section 6.8 explicitly contemplated a post-closing BitAccess buyout, and GSRM's June 20, 2023 public disclosure stated the estimated value of the non-controlling interest at approximately $4.4 million. The obligation was acknowledged in the very documents used to take the company public; Bitcoin Depot now disputes whether the SPAC constituted a "Parent Liquidity Event" triggering the buyout.

Section 05The Disclosure Flood: What Changed and Why

The 2025 10-K contains a far longer and more detailed roster of legal proceedings than any prior filing. The contrast is not subtle. Earlier filings were thin to the point of omission; the 2025 10-K reads like a legal risk inventory that was opened all at once.

What Forced the Disclosure?

Three concurrent pressures converged to produce the most candid annual report Bitcoin Depot has ever filed:

Trigger 1: The CEO transition and SOX exposure. On January 1, 2026, Buchanan replaced Mintz as CEO. Under Sarbanes-Oxley Section 302, the certifying officer faces personal liability for material omissions. A new CEO inheriting a disclosure record riddled with buried lawsuits and hidden compensation agreements has a powerful incentive — legal and personal — to ensure the first 10-K filed under his signature is complete. Buchanan's new CFO, David Gray (appointed March 2025), would have shared that incentive.

Trigger 2: The BitAccess arbitration award. The $18.5 million ruling, announced November 24, 2025, was the first moment this liability became a determined, quantifiable loss. GAAP requires disclosure of probable losses once determinable. But the arbitration proceedings had been ongoing since August 2022 with hearings through October 2025 — hearings that occurred during a period when the company made no contingent liability disclosures in any 10-Q. The award appears to have forced a comprehensive disclosure audit.

Trigger 3: The Massachusetts AG's Count V. The February 3, 2026 complaint explicitly accuses Bitcoin Depot of deceiving investors by framing known, quantified fraud facilitation as a forward-looking "risk factor." Count V seeks securities-law-style rescission — allowing stock purchasers to tender their shares for a refund. A company facing that theory has every incentive to over-disclose in its next filing to demonstrate good faith.

The 2025 10-K itself acknowledges that disclosure controls and procedures were not effective as of December 31, 2025, and identifies material weaknesses in internal control over financial reporting. That admission does not prove earlier nondisclosure was intentional — but it does provide the company's own explanation for why the reporting environment was weak.

Section 06The Great Retail Dump: $35.1 Million Raised, Compliance Relaxed?

The 2025 10-K confirms that Bitcoin Depot sold 1,295,776 shares of Class A common stock for net proceeds of $35.1 million through its at-the-market equity program in 2025. As of December 31, 2025, $14.9 million of the $50 million ATM program remained available. The company acknowledges it is now subject to the "baby shelf rule," which caps future shelf offerings at one-third of public float in a 12-month period.

This $35.1 million equity raise occurred against the backdrop of: total distributions to BT Assets of $10.1 million in 2025 (plus the $8.4M TRA termination); a $29 million preferred distribution paid to Mintz in December 2024; Mintz simultaneously operating a 12-million-share selling plan; and an $18.5 million arbitration liability disclosed only after the primary equity offering closed. The capital raise was the mechanism that refilled the hole the distributions had created.

The Massachusetts Attorney General alleges Bitcoin Depot weakened compliance safeguards between 2021 and 2023 to drive up transaction volumes. The financial pressure of the Buchanan/Mintz payout structure provides a direct motive. Management's own 2026 guidance projects a 30–40% revenue decline, attributed to the "evolving regulatory landscape" and compliance improvements including universal ID verification launched in October 2025 and mandatory ID for all users in February 2026. If fixing compliance destroys a third or more of your revenue, a substantial portion of historical income was derived from activity that now constitutes regulatory violations.

Section 07Six Questions for Bitcoin Depot

Based on the new filings, Bitcoin ATM News has directed the following questions to Bitcoin Depot's investor relations. We will publish their response, or note their decision not to respond, in a follow-up.

Section 08The Bottom Line

Bitcoin Depot's March 18 filing doesn't resolve the questions our original investigation raised. It sharpens them. The Buchanan bonus agreement is a contemporaneous, signed document that makes the company's internal priorities legible: management was focused on TNW thresholds and cash distributions to insiders at the same time. The Connecticut order confirms the operating entity was failing its regulatory minimum. The litigation disclosure explosion reveals that investors were getting a thinner picture for years — and that fuller disclosure arrived only when a new CEO faced personal certification liability, an arbitration award made nondisclosure untenable, and a state attorney general alleged outright investor deception.

The new filings create a substantial evidentiary basis to ask whether management delayed or minimized disclosure of TNW deficiencies and litigation exposure while raising public capital and facilitating insider cash extraction. That is not a conclusion. It is a question the documents themselves now force — and one that regulators, plaintiffs, and investors will need to answer.