The following discussion and analysis of our financial condition and results of operations should be read in conjunction with our consolidated financial statements and the accompanying notes thereto included elsewhere in this Annual Report on Form 10-K. The following discussion and analysis contain forward-looking statements that involve risks and uncertainties, as well as assumptions that, if they never materialize or prove incorrect, could cause our results to differ materially from those expressed or implied by such forward-looking statements. Factors that could cause or contribute to these differences include, but are not limited to, those identified below and those discussed in the section titled "Risk Factors" in Part I, Item 1A of this Annual Report on Form 10-K. Unless otherwise expressly stated or the context otherwise requires, references to “we,” “our,” “us,” “the Company,” and “Bitcoin Depot” refer to Bitcoin Depot Inc. and its consolidated subsidiaries. Management’s Discussion and Analysis of Financial Condition and Results of Operations for the year ended December 31, 2024 as compared to the year ended December 31, 2023 can be found in Item 7 of our Annual Report on Form 10-K for the year ended December 31, 2024, as filed with the SEC on March 24, 2025, which is incorporated by reference herein. Business Overview Bitcoin Depot owns and operates the largest network of BTMs across North America where customers can convert cash to Bitcoin. Bitcoin Depot helps power the digital economy for users of cash. Our BTMs offer one-way exchange of cash-to-Bitcoin. We also operate a leading BTM device and transaction processing system, BitAccess, which provides software and operational capabilities to third-party BTM operators, which generates software revenue for the Company. In August 2025, we acquired the assets of Westcliff Technologies Inc. dba. National Bitcoin ATM ("NBATM"). The acquisition added over 500 kiosks in 27 states to Bitcoin Depot’s network. As of December 31, 2025, our offerings included approximately 9,700 BTMs in retailer locations throughout the U.S., Canada, Australia, and Hong Kong, as well as our BDCheckout product, which is accepted at approximately 16,300 retail locations, and our mobile app. We maintain a leading position among cash-to-Bitcoin BTM operators in the U.S. and Canada. Up-C Restructuring On May 30, 2025, the Company entered into and consummated the transactions contemplated by the Agreement and Plan of Merger (the “Merger Agreement”) with BT Assets, Inc ("BT Assets"), Brandon Mintz, BD Investment Holdings LLC, a Delaware limited liability company, BD Investment Holdings II LLC, a Delaware limited liability company, BT HoldCo, BCD Merger Sub LLC, a Delaware limited liability company and a direct wholly owned subsidiary of the Company (“Merger Sub LLC”), and BCD Merger Sub Inc., a Delaware corporation and a direct wholly owned subsidiary of the Company (“Merger Sub Inc.”), resulting in, among other things, BT HoldCo becoming a wholly owned subsidiary of the Company (the “Up-C Restructuring”). In addition, the Company and BT Assets agreed to terminate the Tax Receivable Agreement. Under the Company’s organizational structure immediately prior to the consummation of the Up-C Restructuring, the Company was a holding company and its principal asset was its ownership of BT HoldCo Common Units and warrants to purchase BT HoldCo Common Units (“BT HoldCo Warrants”). The Company, BT Assets, which prior to the merger was an entity owned and controlled by Mr. Mintz, and certain entities affiliated with Mr. Mintz, were the only members of BT HoldCo. The Company’s public stockholders held shares of Class A common stock, which are entitled to one vote per share on all matters submitted to a vote of stockholders of the Company and have economic rights (including rights to dividends and distributions upon liquidation by the Company), and/or Warrants. Following the consummation of the Up-C Restructuring, the public stockholders continue to hold their issued and outstanding Class A common stock and Warrants, and their respective voting and economic rights with respect to the Company did not change as a result of the Up-C Restructuring. In connection with the Up-C Restructuring, (a) the stockholders of BT Assets (which included Mr. Mintz and his affiliated entities), in consideration for 100% of the shares of capital stock of BT Assets, received a number of newly issued shares of the Company’s Class M common stock equivalent to one share of Class M common stock for each share of Class V common stock held by BT Assets immediately prior to the consummation of the Up-C Restructuring. The shares of Class M common stock are entitled to ten votes per share on all matters submitted to a vote of stockholders and have economic rights (including rights to dividends and distributions upon liquidation by the Company) that are the same as the Class A common stock. As consideration under the Merger Agreement, the Company (i) issued to former stockholders of BT Assets 5,884,718 shares of Class M common stock in exchange for the shares of Class V common stock and BT HoldCo Common Units held by BT Assets immediately prior to the Up-C Restructuring, and (ii) entered into a contingent equity rights agreement with the former stockholders of BT Assets 61 Table of Contents which provides potential economic benefits equivalent to those provided to BT Assets by the earnout units in BT HoldCo held by BT Assets immediately prior to the Up-C Restructuring. As consideration for the termination of the Tax Receivable Agreement, as of December 31, 2025 the Company has made cash payments to the former stockholders of BT Assets (including Mr. Mintz and his affiliated entities) in the amount of $9.3 million. Reverse Stock Split On February 19, 2026, the Company filed a Certificate of Amendment to the Company’s Second Amended and Restated Certificate of Incorporation with the Secretary of State for the State of Delaware to effect a one-for-seven (1:7) reverse stock split of each class of the Company’s common stock, effective as of 12:01 a.m., Eastern time on February 23, 2026 (the "Reverse Stock Split"). The Class A common stock began trading on a Reverse Stock Split-adjusted basis on the Nasdaq on February 23, 2026. The trading symbol for the Class A common stock remains BTM. As a result of the Reverse Stock Split, the number of issued and outstanding shares was reduced from 35,495,968 shares of Class A common stock and 37,846,102 shares of Class M common stock to 5,070,852 shares of Class A common stock and 5,406,586 shares of Class M common stock as of February 23, 2026. Kutt Acquisition On February 27, 2026, the Company acquired Kutt, Inc. (“Kutt”), a peer-to-peer (“P2P”) social betting platform that enables users to create and participate in wagers directly with one another on publicly verifiable outcomes. The acquisition marks the Company’s first entry into the P2P social betting market and reflects the Company’s broader strategy to diversify its product offerings beyond its core Bitcoin ATM business. Founded in 2019, Kutt lets users set the terms of their bets across a range of markets, including sports, entertainment, and other real-world events. Unlike traditional sportsbooks, Kutt does not act as the counterparty to wagers. Instead, Kutt provides a consumer-friendly platform for users to engage directly with one another in a social, community-driven environment. Trends Affecting our Business Like others in the crypto ATM industry, we have recently observed an increase in the prevalence of our services being utilized by bad actors to conduct consumer fraud transactions on our platform. These bad actors use sophisticated and dynamic methods to bypass our compliance controls, which has required us to adopt increasingly stringent KYC and other compliance measures to effectively mitigate consumer fraud transactions. For example, in February of 2026, the Company implemented a new compliance enhancement requiring customers to provide identification for every transaction at its kiosks, strengthening the Company’s safeguards against potential misuse. Bitcoin Depot was the first major operator in the industry to implement per-transaction ID collection, representing a significant advancement in its compliance protocols and ongoing efforts to prevent fraud and other illicit activity. While these fraud mitigation efforts have been effective in mitigating consumer fraud and protecting our customers, we do expect that these efforts will result in the Company recording materially lower levels of revenue than we have seen in prior years. The Company expects revenue for the core business in 2026 to be down in the range of 30% to 40%. In addition, consumer fraud has been the major focus of regulatory efforts aimed at our industry which has imposed, and will continue to impose, significant restrictions on our business. Such regulatory efforts have had, and we expect such regulatory efforts to continue to have, a material adverse impact on our revenues, profitability and business prospects. Increased compliance costs, transaction limitations, and enhanced verification requirements may reduce transaction volumes and deter potential customers. Furthermore, these regulatory efforts, combined with the costs of adapting compliance infrastructure, are expected to result in sustained pressure on our financial performance. See "Business - Governmental Regulation" for a discussion of the various state, federal and local legislation aimed at restricting the crypto ATM industry. Kiosk Network and Retailer Relationships Bitcoin Depot operates a network of kiosks that allow users to purchase Bitcoin with cash. Upon using a Bitcoin Depot kiosk for the first time, users will be prompted to provide certain information for account creation and verification. Users are required to select from three ranges of cash amounts to be inserted in the kiosk for purchasing Bitcoin. The user then provides the address of their digital wallet by scanning a QR code or manually inputting their unique wallet address; the user can create and use a Bitcoin Depot-branded wallet (un-hosted and non-custodial), or their own existing digital wallet. Cash is then inserted by the user into the kiosk, and the kiosk will confirm the dollar amount and other details of the transaction, including quantity of Bitcoin being purchased. Once the transaction is complete, the Bitcoin is electronically delivered to the user’s digital wallet and the user is provided with a physical receipt as well as a receipt via SMS text. Our kiosks are deployed in convenience stores, gas stations, grocery stores, pharmacies, and shopping malls. We provide our retail partners with a predictable revenue stream and drive additional foot traffic, with a minimal footprint and no operational burden. 62 Table of Contents Cryptocurrencies Our revenues, $614.9 million and $573.7 million for the years ended December 31, 2025 and 2024, respectively, have not been correlated to the price of Bitcoin historically, even in light of volatile Bitcoin prices. For example, our revenue for the year ended December 31, 2025 increased by 7.2% year-over-year, while the market price of Bitcoin decreased by 6.3% during the same period, and the average annual price increased 54% year-over-year. Based on our own user surveys, a majority of our users use our products and services for non-speculative purposes, including money transfers, international remittances, and online purchases, among others. We use a sophisticated Bitcoin management process to reduce our exposure to volatility in Bitcoin prices by maintaining a relatively low balance (typically between $1.0 and $2.0 million) of Bitcoin at any given time specifically for revenue-generating operations, which we believe differentiates us from our competition. Our typical practice is to purchase Bitcoin through a liquidity provider such as Cumberland DRW or Abra. We replenish our Bitcoin only through purchases from leading Bitcoin liquidity providers and do not engage in any mining of Bitcoin ourselves. Our sophisticated replenishment process enables us to satisfy our users’ Bitcoin purchases with our own Bitcoin holdings yet maintain relatively small balances of Bitcoin to effectively manage our principal risk related to our operations. There are two main components of the working capital required in our operations. On the Bitcoin side, we maintain Bitcoin in our hot wallets to fulfill orders from users while we are automatically placing orders with liquidity providers and exchanges to replenish the Bitcoin we have sold to users. The second component to working capital is the cash that accumulates in our BTM kiosks. As users insert cash into the BTM kiosks, cash accumulates until armored carriers collect the cash and process it back to our bank accounts. We typically maintain a variable level of cash in the BTM kiosks at all times. As of December 31, 2025, cash in BTM kiosks was approximately 21.3% of average monthly revenues. In June 2024, the Company began allocating a portion of its cash reserves to Bitcoin. As of December 31, 2025 and 2024, the Company held approximately $8.8 million and $0.6 million, respectively, of Bitcoin allocated to its treasury strategy. Regulatory Environment See “Business—Governmental Regulations” in Part I, Item 1. Key Business Metrics We monitor and evaluate the following key business metrics to measure performance, identify trends, develop and refine growth strategies and make strategic decisions. We believe these metrics and measures are useful to facilitate period-to-period comparisons of our business, and to facilitate comparisons of our performance to that of our competitors. Our key metrics are calculated using internal company data based on the activity we measure on our platform and may be compiled from multiple systems. While the measurement of our key metrics is based on what we believe to be reasonable methodologies and estimates, there are inherent challenges and limitations in measuring our key metrics. The methodologies used to calculate our key metrics require judgment and we regularly review our processes for calculating these key metrics, and from time to time, we may make adjustments to improve their accuracy or relevance. Three Months Ended December 31 September 30 June 30 March 31 December 31 September 30 June 30 March 31 December 31 September 30 June 30 March 31 2025 2024 2023 Installed kiosks (at period end) 9,721 9,276 8,978 8,483 8,457 8,304 8,068 7,061 6,334 6,404 6,351 6,441 Kiosks held with logistics providers 1,682 1,695 1,736 2,314 2,117 2,506 758 587 898 842 981 891 Returning user transaction count 5.8 5.6 5.6 6.3 6.3 7.3 7.1 7.7 8.3 9.1 9.2 10.0 New user count 16,602 25,254 25,007 23,426 22,490 20,818 20,971 20,689 22,229 27,685 30,710 32,260 Median kiosk transaction size (in $) 400 350 300 300 280 250 230 205 200 200 200 200 Lifetime value 5,311 5,269 5,221 5,146 5,065 5,022 4,960 4,838 4,755 4,659 4,539 4,387 Installed Kiosks This metric provides an indicator of our market penetration, the growth of our business and our potential future business opportunities. We define installed kiosks as the number of kiosks installed at the end of the quarter in a retail location that are connected to our network. We monitor transaction volume at our kiosks on a continuous basis to maximize transaction volumes from each kiosk. Based on these monitoring activities, we may re-deploy certain of our kiosks, using third-party logistics providers, to new locations (e.g., those available with our new retail partners) that we believe will maximize transaction volumes and revenues. Kiosks Held with Logistics Providers This metric includes kiosks held with our logistics providers, the manufacturer, or kiosks that are in-transit to new locations, which we believe will result in higher transaction volume and revenue per kiosk once deployed. 63 Table of Contents Returning User Transaction Count This metric provides an indicator of user retention and our competitive advantage relative to our peers, as well as the trajectory of cryptocurrency adoption, and allows us to make strategic decisions. We define returning user transaction count as the average number of aggregate transactions completed at any kiosk in the four quarters trailing the quarter in which a given user’s first transaction occurred, measured only for users who complete more than one transaction. For example, as of December 31, 2025, users who first transacted at one of our kiosks during the three months ended December 31, 2024 and who subsequently completed a second transaction completed an average of 5.8 transactions over the twelve months following their initial transaction. New User Count This metric provides an indication of the effectiveness of our advertising and marketing efforts. We define new user count as the number of users who complete their first transaction during the quarter reported. Median Kiosk Transaction Size This metric provides information to analyze user behavior as well as evaluate our performance and formulate financial projections. We calculate median kiosk transaction size based on the dollar value of all purchases and sales of Bitcoin at our kiosks, including transaction fees, during the rolling twelve month period. Lifetime Value This metric provides information to analyze user behavior as well as evaluate our performance and formulate financial projections. We define customer lifetime value as the average cumulative dollar value of all purchases by users acquired from inception through the current quarter. For example, as of December 31, 2025, users who have completed at least one transaction between 2016 and December 31, 2025 have transacted a total of $5,311 on average. Segment Reporting Our financial reporting is organized into one segment. We make specific disclosures concerning our products and services because such disclosure facilitates our discussion of trends and operational initiatives within our business and industry. Our products and services are aggregated and viewed by management as one reportable segment due to the similarity in the nature of the customers and overall economic characteristics, the nature of the products and services provided and the applicable regulatory environment. Components of Results of Operations Revenue We generate substantially all of our revenue from the cash paid by customers to purchase Bitcoin from our kiosks. For example, approximately 99.9% of our revenue in the year ended December 31, 2025 was derived from the sale of our cryptocurrency, including the markup at which we sell cryptocurrency to users (which can vary between BDCheckout and BTM kiosks) and a separate flat transaction fee. These user-initiated transactions are governed by terms and conditions agreed to at the time of each point-of-sale transaction and do not extend beyond the transaction. For the periods presented, the markup percentage for BTM kiosk transactions ranged between 15% and 50%, of the USD amount of the transaction with such markup rates historically having been, and continuing to be, subject to fluctuation as a result of our ongoing price strategy testing. The markup percentage for BDCheckout transactions has been 15% since the rollout of this type of transaction in 2022. Finally, the Company receives a commission as a percentage for our website transactions which was 12% through December 31, 2025. Markup percentages are determined by examining user transaction patterns in various geographic locations, based on ongoing markup rate testing, with the ultimate aim of optimizing profitability, growth and user base. For each Bitcoin transaction on our kiosks and within BDCheckout, the cryptocurrency price displayed to users includes the exchange rate at which we sell Bitcoin to users as well as a separate flat transaction fee. As of December 31, 2025, we charge (i) a flat $3.00 fee on all transactions at BTM kiosks, which generally corresponds to the costs underlying such transactions and (ii) a flat $3.50 fee on BDCheckout transactions, which is what our payment provider, InComm, charges us to facilitate transactions using InComm’s network. Cost of revenue (excluding depreciation and amortization) Our cost of revenue (excluding depreciation and amortization), which is primarily driven by transaction volume, consists primarily of direct costs related to selling Bitcoin and operating our network of kiosks. Cost of revenue (excluding depreciation and amortization) 64 Table of Contents includes the cost of Bitcoin, fees paid to obtain Bitcoin, gains on sales of Bitcoin on an exchange, fees paid to operate the software on the BTMs, rent paid for floorspace for BTMs, fees paid to transfer Bitcoin to users, cost of BTM repair and maintenance, and the cost of armored trucks to collect and transport cash deposited into the BTMs. Our costs associated with a BDCheckout transaction are lower than costs associated with a BTM transaction, primarily due to significantly greater operating expenses associated with the BTMs, including cash collection fees and short-term lease payments to the retail locations where the kiosks are placed. However, the profitability of the two services is similar because of the higher markup that Bitcoin Depot applies to BTM transactions to support the higher costs associated therewith. Operating expenses Operating expenses consist of selling, general and administrative expenses and depreciation and amortization. Selling, general and administrative expenses consist primarily of expenses related to our customer support, marketing, finance, legal, compliance, operations, human resources, and administrative personnel. Selling, general and administrative expenses also include costs related to fees paid for professional services, including legal, tax, and accounting services. Depreciation and amortization include depreciation on computer hardware and software, BTMs (including both BTMs owned by us and those subject to finance leases), office furniture, equipment and leasehold improvements and amortization of intangible assets. Other income (expense) Other income (expense) includes interest expense, interest income, the impact of lease modifications, gains and losses on Bitcoin treasury investment holdings, and gains and losses on foreign currency transactions. Interest expense consists primarily of the interest expense on our borrowings and our finance leases and loss on extinguishment of debt. Results of Operations Comparison between Year Ended December 31, 2025 and Year Ended December 31, 2024 The following table sets forth selected historical operating data for the periods indicated: Year Ended December 31, (in thousands) 2025 2024 $ Change % Change Statements of Income information: Revenue $ 614,851 $ 573,703 $ 41,148 7.2 % Cost of revenue (excluding depreciation and amortization reported separately below) 501,555 482,263 19,292 4.0 % Operating expenses Selling, general and administrative 64,413 57,158 7,255 12.7 % Depreciation and amortization 7,670 10,072 (2,402 ) (23.8 )% Total operating expenses 72,083 67,230 4,853 7.2 % Income from operations 41,213 24,210 17,003 70.2 % Other (expense) income Interest expense, net (14,413 ) (14,199 ) (214 ) 1.5 % Other (expense) income (19,927 ) 406 (20,333 ) (5,008.1 )% Gain (loss) on foreign currency transactions 124 (465 ) 589 (126.7 )% Income before provision for income taxes and non-controlling interest 6,997 9,952 (2,955 ) (29.7 )% Income tax (expense) (2,288 ) (2,138 ) (150 ) 7.0 % Net income $ 4,709 $ 7,814 $ (3,105 ) (39.7 )% Net income attributable to non-controlling interest $ 10,891 $ 19,500 $ (8,609 ) (44.1 )% Net income (loss) attributable to common stockholders $ (6,182 ) $ (11,686 ) $ 5,504 (47.1 )% 65 Table of Contents Revenue Revenue increased by $41.1 million or 7.2% for the year ended December 31, 2025, as compared to the year ended December 31, 2024, primarily due to an increase in total kiosks in operation during 2025, and an increase in the median transaction size. Cost of revenue (excluding depreciation and amortization) Cost of revenue (excluding depreciation and amortization) increased by $19.3 million or 4.0% for the year ended December 31, 2025, as compared to the year ended December 31, 2024, primarily due to an increase in transaction volume. The following table sets forth the components of cost of revenue for the periods indicated: Year Ended December 31, (in thousands) 2025 2024 $ Change % Change Cryptocurrency Expenses $ 440,205 $ 424,135 $ 16,070 3.8 % Floorspace Leases 38,688 37,522 1,166 3.1 % Kiosk Operations 22,662 20,606 2,056 10.0 % Total Cost of Revenue (excluding Depreciation and Amortization) $ 501,555 $ 482,263 $ 19,292 4.0 % Cryptocurrency Expenses Our cryptocurrency expenses increased by $16.1 million or 3.8% for the year ended December 31, 2025, as compared to the year ended December 31, 2024. The increase was attributable to the growth in volume in 2025 as compared to 2024. Floorspace Leases Our floorspace lease expenses increased by $1.2 million or 3.1% for the year ended December 31, 2025, as compared to the year ended December 31, 2024. The increase was attributable to the growth in active kiosks deployed in 2025 as compared to 2024. Kiosk Operations Our kiosk operations expenses increased by $2.1 million or 10% for the year ended December 31, 2025, as compared to the year ended December 31, 2024. Our kiosk operations consisted of armored cash collection, bank fees, software costs, insurance. installation, and repair and maintenance. The increase in kiosk operations costs was attributable to the growth in active kiosks deployed in 2025 as compared to 2024. Operating expenses Selling, general and administrative expenses increased by approximately $7.3 million or 12.7% for the year ended December 31, 2025, as compared to the year ended December 31, 2024. The increase was primarily driven by higher legal services expenses in 2025 compared to 2024. Depreciation and amortization expenses decreased by $2.4 million or 23.8% for the year ended December 31, 2025 as compared to the year ended December 31, 2024. The decrease was primarily due to the increase in the estimated useful life of BTM kiosks in July 2024. Other expense (income) Other expenses increased by $20.3 million for the year ended December 31, 2025, as compared to the year ended December 31, 2024, primarily driven by the recognition of an $18.5 million arbitration judgment liability. Non-GAAP Financial Measures Adjusted Gross Profit We define Adjusted Gross Profit (a non-GAAP financial measure) as revenue less cost of revenue (excluding depreciation and amortization) and depreciation and amortization adjusted to add back depreciation and amortization. We believe Adjusted Gross Profit provides useful information to investors and others in understanding and evaluating our results of operations, as well as provides a useful measure for period-to-period comparisons of our business performance. Moreover, we have included Adjusted Gross Profit in this Annual Report on Form 10-K because it is a key measurement used internally by management to measure the efficiency of our business. 66 Table of Contents This non-GAAP financial measure should not be considered in isolation from, or as a substitute for, financial information prepared in accordance with U.S. GAAP. We compensate for these limitations by relying primarily on U.S. GAAP results and using Adjusted Gross Profit on a supplemental basis. Our computation of Adjusted Gross Profit may not be comparable to other similarly titled measures computed by other companies because not all companies calculate this measure in the same fashion. You should review the reconciliation of Gross Profit to Adjusted Gross Profit below and not rely on any single financial measure to evaluate our business. The following table presents a reconciliation of revenue to Adjusted Gross Profit for the periods indicated: Year Ended December 31, (in thousands) 2025 2024 Revenue $ 614,851 $ 573,703 Cost of revenue (excluding depreciation and amortization) (501,555 ) (482,263 ) Depreciation and amortization excluded from cost of revenue (7,650 ) (9,984 ) Gross profit $ 105,646 $ 81,456 Adjustments: Depreciation and amortization excluded from cost of revenue $ 7,650 $ 9,984 Adjusted gross profit $ 113,296 $ 91,440 Gross profit margin (1) 17.2 % 14.2 % Adjusted gross profit margin (1) 18.4 % 15.9 % (1)Calculated as a percentage of revenue. Adjusted EBITDA We define Adjusted EBITDA (a non-GAAP financial measure) as net income before interest expense, income tax expense, depreciation and amortization, non-recurring expenses, unrealized gains and losses on cryptocurrency held for investment (as a result of adopting ASU 2023-08 on January 1, 2025), and share-based compensation. These items are excluded from Adjusted EBITDA because these items are non-cash in nature, or because the amount and timing of these items is unpredictable, not driven by core results of operations and renders comparisons with prior periods and competitors less meaningful. We believe Adjusted EBITDA provides useful information to investors and others in understanding and evaluating our results of operations, as well as provides a useful measure for period-to-period comparisons of our business performance. Moreover, we have included Adjusted EBITDA in this Annual Report on Form 10-K because it is a key measurement used internally by management to make operating decisions, including those related to operating expenses, evaluate performance and perform strategic and financial planning. However, you should be aware that when evaluating Adjusted EBITDA, we may incur future expenses similar to those excluded when calculating these measures. The presentation of this measure should not be construed as an inference that our future results will be unaffected by unusual or non-recurring items. Further, this non-GAAP financial measure should not be considered in isolation from, or as a substitute for, financial information prepared in accordance with U.S. GAAP. We compensate for these limitations by relying primarily on U.S. GAAP results and using Adjusted EBITDA on a supplemental basis. Our computation of Adjusted EBITDA may not be comparable to other similarly titled measures computed by other companies because not all companies calculate this measure in the same fashion. You should review the reconciliation of net income to Adjusted EBITDA below and not rely on any single financial measure to evaluate our business. The following table presents a reconciliation of net income to Adjusted EBITDA for the periods indicated: Year Ended December 31, (in thousands) 2025 2024 Net income $ 4,709 $ 7,814 Adjustments: Interest expense, net 14,413 14,199 Income tax expense 2,288 2,138 Depreciation and amortization 7,670 10,072 Non-recurring expenses (1) 21,722 2,085 Share-based compensation 4,866 3,400 Loss on cryptocurrency investment 748 — Adjusted EBITDA $ 56,416 $ 39,708 Adjusted EBITDA margin (2) 9.2 % 6.9 % 67 Table of Contents (1)2024 amount includes the recognition of a special performance bonus of $0.7 million and professional services fees. 2025 amount includes an accrual of $18.5 million in respect of a ruling in an arbitration proceeding brought by Coin Cloud, Inc. against our Canadian subsidiary, BitAccess, Inc., a $1.9 million legal settlement, and a special bonus of $1.9 million. (2)Adjusted EBITDA margin is defined as Adjusted EBITDA divided by revenue. The Company uses this measure to evaluate its overall profitability. Liquidity and Capital Resources On December 31, 2025, we had working capital of approximately $16.7 million, which included cash and cash equivalents and other current assets of approximately $80.3 million, offset by accounts payable and other current liabilities of approximately $63.7 million. We reported net income of approximately $4.7 million during the year ended December 31, 2025. On December 31, 2024, we had negative working capital of approximately $(6.3) million, which included cash and cash equivalents and other current assets of approximately $34.3 million, offset by accounts payable and other current liabilities of approximately $40.6 million. We reported net income of approximately $7.8 million during the year ended December 31, 2024. During the years ended December 31, 2025 and 2024, we had positive cash flow from operations of $34.0 million and $22.5 million, respectively. We believe our existing cash and cash equivalents, together with cash provided by operations, will be sufficient to meet our needs for at least the next 12 months. Our future capital requirements will depend on many factors including our revenue growth rate, the timing and extent of spending to support research and development efforts and the timing and extent of additional capital expenditures to purchase additional kiosks and invest in the expansion of our products and services. We may in the future enter into arrangements to acquire or invest in complementary businesses, products and technologies, including intellectual property rights. We may be required to seek additional equity or debt financing. If additional financing is required from outside sources, we may not be able to do so on acceptable terms or at all. If we are unable to raise additional capital when desired, our business, results of operations and financial condition would be materially and adversely affected. Sources of Liquidity ATM Program On July 1, 2025, the Company terminated its original At Market Issuance Sales Agreement, pursuant to which the Company was permitted to sell, from time-to-time, shares of its Class A common stock, par value $0.0001 per share. The Company filed a new registration statement that provides for the sale of up to $100 million of a variety of equity securities, including the $50 million ATM Program. During the year December 31, 2025, the Company sold 1,295,776 shares of its Class A common stock for net proceeds of $35.1 million. As of December 31, 2025, $14.9 million of our ATM Program remained available for issuance. As of the filing of this Annual Report, the Company is subject to the General Instruction I.B.6 to Form S-3, known as the “baby shelf” rule, which limits the amount of securities we can sell under shelf registration statements in any 12-month period. Credit Agreement On December 21, 2020, the Company entered into a credit agreement with a financial institution which provided for initial term loans in an aggregate principal amount of $25.0 million. On June 23, 2023, the Company amended and restated its credit agreement (the "Amended and Restated Note") with its existing lender. Under the Amended and Restated Note, the Company refinanced $20.8 million of the note which is subject to an annual interest at a rate of 17% per annum. On March 26, 2024, the Company entered into an amendment to the Amended and Restated Note dated June 23, 2023 to provide an additional $15.7 million in principal financing. This amendment increased the aggregate principal amount of the term loan facility to $35.6 million which consists of $19.9 million which was outstanding under the original loan and $15.7 million in additional principal resulting in net cash flow of $15.2 million related to the amendment. The Company accounted for the amendment as an extinguishment of debt in accordance with ASC 470, Debt. As such, the Company recognized the outstanding deferred financing costs of $3.2 million as a loss on extinguishment of debt in interest expense on the Consolidated Statements of Income which consisted of a $2.7 million write off unamortized deferred loan costs and $0.5 million in loan origination fees related to the amendment. 68 Table of Contents As a part of the amendment, the Company incurred an additional exit fee of $1.3 million which is due upon either maturity or the prepayment of the note. The total deferred financing costs associated with the amendment were $1.4 million (which includes the exit fee of $1.3 million) and are reflected as a reduction of the note proceeds. The Company will recognize these deferred financing costs, using the effective interest method over the term of the note. On December 19, 2025, the Company entered into Amendment No. 2 to the Second Amended and Restated Credit Agreement (the “Amendment”). Pursuant to the Amendment, the Company paid to Silverview Credit Partners, LP (the “Administrative Agent”), for the benefit of the lenders party thereto, an amount equal to $7.0 million, which is to be applied to reduce (x) the aggregate principal amount of the Tranche A Term Loans (as defined therein) in the amount of $3.5 million and (y) the aggregate principal amount of the Tranche B Term Loans (as defined therein) in the amount of $3.5 million, and paid to the lenders. As a result, the remaining amortization payments were reduced for each of the following three prepayment periods. In addition, Section 8.01(h) of the Credit Agreement was amended to increase the threshold at which a monetary judgment could trigger an event of default under the Credit Agreement from $1.0 million to $3.5 million, and providing an event of default carveout for certain existing proceedings. Other Debt Kiosk Profit Share Franchise Arrangements: During the year ended December 31, 2025, the Company entered into five kiosk franchise profit sharing arrangements. Under the terms of the agreements, the third parties receive a share in the profits generated by a group of specifically identified kiosks for a specified period of time. As a result of consideration received up front, the Company determined these arrangements were accounted for as debt in accordance with ASC 470, Debt. The Company recorded debt of $20.7 million during the year ended December 31, 2025, as a result of these franchise profit sharing arrangements, maturing in March, April, June and August of 2033, with principal and interest paid monthly via profit sharing payments. During the year ended December 31, 2024, the Company entered into seven franchise profit sharing arrangements. The Company recorded debt of $15.8 million as a result of these franchise profit sharing arrangements, maturing between February 2029 and February 2033, with principal and interest paid monthly via profit sharing payments. The carrying values of the notes payable related to the Company's franchise profit sharing arrangements were initially determined as the initial investment and are updated quarterly using a retrospective interest method. The effective interest rate used in the calculation of monthly interest is determined based on actual and projected profit sharing payments and is updated on a quarterly basis under the retrospective interest method. Equipment Financing: The Company did not enter into any equipment financing agreements during the year ended December 31, 2025. During the year ended December 31, 2024, the Company entered into five, 36-month collateralized term loans for a total amount of $2.6 million to facilitate the purchase of BTM kiosks. In accordance with the term loans, the kiosks are collateral for the loans. The loans are subject to annual interest rates between 16.86% and 17.42%, with interest and principal payments due monthly. Cash Flows The following table presents the sources of cash and cash equivalents for the periods indicated: Year Ended December 31, 2025 2024 $ Change % Change Cash provided by operating activities $ 33,978 $ 22,544 $ 11,434 50.7 % Cash (used) in investing activities $ (13,874 ) $ (11,370 ) $ (2,504 ) 22.0 % Cash provided by (used) in financing activities $ 16,184 $ (11,576 ) $ 27,760 (239.8 )% Net increase (decrease) in cash and cash equivalents (1) $ 36,160 $ (287 ) $ 36,447 N/A (1)Includes effect of foreign exchange rate changes on cash. 69 Table of Contents Operating Activities Net cash provided by operating activities increased by $11.4 million for the year ended December 31, 2025, as compared to the year ended December 31, 2024, primarily due to stronger Operating Profit and an increase in accrued expenses and other current liabilities as of December 31, 2025. Investing Activities Net cash used in investing activities increased $2.5 million for the year ended December 31, 2025, as compared to the year ended December 31, 2024, primarily due to a $7.9 million increase in acquisition of Bitcoin for investment, offset by a $5.3 million decrease in acquisition of property and equipment. Financing Activities Net cash provided by financing activities increased $27.8 million for the year ended December 31, 2025, as compared to the year ended December 31, 2024, primarily due to an increase in proceeds from the issuance of common stock of $35.1 million, and a decrease in distributions of $27.1 million, offset by an increase in principal payments on notes payable of $16.6 million and a decrease in proceeds from notes payable of $9.3 million. Commitments and Contractual Obligations As of December 31, 2025, the aggregate amount of our operating and finance lease obligations was approximately $4.9 million. As of December 31, 2025, we had no open purchase orders for kiosks. See Note 14 to our audited consolidated financial statements included elsewhere in this Annual Report on Form 10-K for additional information about our notes payable. See Note 20 to our audited consolidated financial statements included elsewhere in this Annual Report on Form 10-K for additional information about our leases. See Note 21 to our audited consolidated financial statements included elsewhere in this Annual Report on Form 10-K for additional information about our material commitments and contingencies. Summary of Critical Accounting Policies and Accounting Estimates The preparation of financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions about future events that affect the amounts reported in the financial statements and accompanying notes. Future events and their effects cannot be determined with absolute certainty. Therefore, the determination of estimates requires the exercise of judgment. Actual results inevitably will differ from those estimates, and such differences may be material to the financial statements. Estimates are used for, but not limited to, cryptocurrencies and the associated impairment, recoverability of intangible assets and goodwill, revenue recognition, valuation of current and deferred income taxes, the determination of the useful lives of property and equipment, for share-based compensation specifically the performance-based awards and the probability of achieving the performance criteria, fair value of long-term debt, present value of lease liabilities and right of use assets, assumptions and inputs for fair value measurements used in business combinations and contingencies, including liabilities that we deem are not probable of assertion. We base our estimates on historical experience and on various other assumptions that are believed to be reasonable under the circumstances, actual results could differ from these estimates. Critical accounting policies are those that reflect significant judgments of uncertainties and potentially result in materially different results under different assumptions and conditions. The critical accounting policies should be read in connection with the discussion of significant accounting policies included in the notes of the consolidated financial statements. Our financial position, results of operations and cash flows are impacted by the accounting policies we have adopted. To get a full understanding of our financial statements, one must have a clear understanding of the accounting policies employed. A summary of our critical accounting policies follows: 70 Table of Contents Cryptocurrencies We determine and record the fair value of our cryptocurrencies in accordance with ASC 820, Fair Value Measurement (“ASC 820”), based on quoted prices on the active exchange that we have determined is the principal market for such assets (Level 1 inputs). We determine the cost basis of our cryptocurrencies using the first-in-first-out method. For all cryptocurrencies during periods prior to January 1, 2025, impairment losses were recognized within Cost of Revenue in the Consolidated Statements of Income in the period in which the impairment was identified. For periods after January 1, 2025, realized and unrealized gains and losses for cryptocurrencies held as investments are recorded in Other income (expense), net, and realized and unrealized gains and losses and cryptocurrencies used to facilitate sales are recorded in Cost of Revenue in our Consolidated Statements of Income. Goodwill and intangible assets, net Goodwill represents the excess of the consideration transferred over the estimated fair value of the acquired assets, assumed liabilities, and any non-controlling interest in the acquired entity in a business combination. We test for impairment at least annually, or more frequently if an event occurs or circumstances change that would more likely than not reduce the fair value of the reporting unit below its carrying value. We perform our annual test for impairment as of October 1 at the reporting unit level. There was no impairment of goodwill for the year ended December 31, 2025. During 2024, we changed our annual impairment testing date from December 31 to October 1. We believe this new date is preferable as it allows for more timely completion of the annual goodwill impairment test prior to the end of our annual financial reporting period. We applied the change in annual impairment testing date prospectively beginning October 1, 2024. Intangible assets, net consist of tradenames, customer relationships, and software applications. Intangible assets with finite lives are amortized over their estimated lives and evaluated for impairment when an event or change in circumstances occurs that warrants such a review. Management periodically evaluates whether changes to estimated useful lives of intangible assets are necessary to ensure its estimates accurately reflect the economic use of the related intangible assets. Revenue Recognition BTM Kiosks and BDCheckout Revenue is principally derived from the sale of cryptocurrencies at the point-of-sale on transactions initiated by customers. These customer-initiated transactions are governed by terms and conditions agreed to at the time of each point-of-sale transaction and do not extend beyond the transaction. The Company charges a fee at the transaction level. The transaction price for the customer is the price of the cryptocurrency, which is based on the exchange value at the time of the transaction, plus a markup, and a flat fee. The exchange value is determined using real-time exchange prices and the markup percentage is determined by the Company and depends on the current market, competition, the geography of the location of the sale, and the method of purchase. The Company’s revenue from contracts with customers is principally comprised of a single performance obligation to provide cryptocurrencies when customers buy cryptocurrencies at a BTM kiosk or through BDCheckout. BDCheckout sales are similar to sales from BTM kiosks in that, customers buy cryptocurrencies with cash; however, the BDCheckout transactions are completed at the checkout counter of retail locations, initiated using the Bitcoin Depot mobile app instead of through the BTM kiosks. Regardless of the method by which the customer purchases the cryptocurrency, the Company considers its performance obligation satisfied when control of the cryptocurrency is transferred to the customer, which is at the point in time the cryptocurrency is transferred to the customer’s cryptocurrency wallet and the transaction is validated on the blockchain. The typical processing time for our transactions with customers is 30 minutes or less. Contract liabilities are amounts received from customers in advance of the Company transferring the cryptocurrencies to the customer’s wallet and the transaction validated on the blockchain. Contract liabilities are presented in “Deferred revenue” on the Consolidated Balance Sheets and are not material as of December 31, 2025. Judgment is required in determining whether we are the principal or the agent in transactions with customers. We evaluate the presentation of revenue on a gross or net basis based on whether it controls the cryptocurrency before control is transferred to the customer (gross) or whether it acts as an agent by arranging for other customers on the platform to provide the cryptocurrency to the customer (net). We control the cryptocurrency before it is transferred to the customer, has ownership risk related to the cryptocurrency (including market price volatility), sets the transaction fee to be charged, and is responsible for transferring the cryptocurrency to the customer upon purchase. Therefore, the Company is the principal in transactions with customers and presents revenue and cost of revenue (excluding depreciation and amortization) from the sale of cryptocurrencies on a gross basis. 71 Table of Contents Off-Balance Sheet Arrangements None. Recent Accounting Pronouncements See Note 3. Recent Accounting Pronouncements—of the Notes to our Consolidated Financial Statements included in Part II, Item 8 of this Annual Report on Form 10-K for a discussion of new accounting pronouncements adopted and not yet adopted as of the date of this Annual Report on Form 10-K.