Our Business Business Overview Bitcoin Depot owns and operates the largest network of Bitcoin ATMs (“BTMs” or, “kiosks”) across North America where customers can buy and sell Bitcoin. Bitcoin Depot helps power the digital economy for users of cash. Our mission is to bring Crypto to the MassesTM. Digital means and systems dominate the way that consumers send money, make purchases, and invest; however, we believe that many people still utilize cash as their primary means of initiating a transaction, either as a necessity or as a preference. These individuals have largely been excluded from the digital financial system and associated technological advancements in our global and digitally interconnected society. Bitcoin Depot’s simple and convenient process to convert cash into Bitcoin via our BTMs and BDCheckout products, as supported by our full-service mobile app, enables not only these users, but also the broader public, to access the digital financial system. Our mobile app includes a buy online feature that connects consumers to a third-party service, Simplex powered by Nuvei, that allows consumers to buy Bitcoin without going to a kiosk or using BDCheckout. As of December 31, 2025, our offerings included approximately 9,700 BTMs in retailer locations throughout the U.S., Canada, Australia and Hong Kong, our BDCheckout product, which is accepted at approximately 16,300 retail locations, and our mobile app. We maintain the leading position among cash-to-Bitcoin BTM operators in the U.S., representing an approximate 23% market share in the U.S., and a strong position in Canada. 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. The charts below illustrate the number of BTMs and corresponding market shares for the leading BTM operators in the U.S. and Canada, as of December 31, 2025 (Note data is delayed from our actual active kiosks, please see “Management’s Discussion and Analysis of Financial Condition and Results of Operations” for additional information regarding kiosk information.): 4 Table of Contents (1) Source: coinatmradar.com as of December 31, 2025. Figures only account for cash-to-Bitcoin ATMs, which results in the exclusion of LibertyX. Our diverse retail locations and intuitive transaction process make us a convenient option for our users, and our predictable minimum monthly rent payments to our retail partners where our kiosks are located make us an attractive option for these retailers. We have locations across the U.S., Canada, Australia and Hong Kong at, among others, the following type of retailers: •Convenience Stores and Gas Station Chains: Our largest BTM deployment to date is with Circle K, a convenience store chain with over 9,000 locations in North America and over 5,000 stores in Europe and other international markets. We are the exclusive provider and operator of BTMs for Circle K in the U.S. and Canada, and as of December 31, 2025, we have installed our BTMs in approximately 800 Circle K stores. As of December 31, 2025, Circle K has provided notice that it will not renew its contract with us. •Pharmacies and Grocers: In addition to our installed BTMs at pharmacy and grocery chains, we have thousands of additional access points via our BDCheckout product. Our BDCheckout locations are sourced and connected through our relationship with a leading global payments technology company. See "Our Products". •Mall Operators: Further, we have installed our BTMs at shopping malls across North America, including those operated by Simon Property Group, CBL Properties and others. The following map illustrates the number of BTMs we operate by U.S. and Australian state, Canadian province and Hong Kong as of January 31, 2026: Both our revenue and transaction volumes have historically grown despite volatility in market prices for Bitcoin and other cryptocurrencies. Our focus on robust compliance procedures and ease of use of our BTMs have helped create a powerful compounding effect: the convenience and quality of our platform provides a seamless experience for users transacting at our BTMs; thereby driving increased traffic and business at our retail partners; attracting more retailers to partner with us; and in turn driving even more users to our BTMs. Our scale and leadership position has enabled us to develop a deeper understanding of our users’ needs and continually innovate and launch new products and services, such as BDCheckout, further enhancing the value of our platform. 5 Table of Contents From our inception in July 2016 through December 31, 2025, we have completed more than 4.0 million user transactions, equating to approximately $3.4 billion in total transaction value. During the quarter ended December 31, 2025, we averaged approximately 16,602 new users, which we define as the total number of users who completed their first transaction during the quarter. In light of the nature of our transactions, no customer is close to accounting for 10% of our revenue. For the year ended December 31, 2025, we generated approximately $614.9 million of revenue, $4.7 million of net income, $56.4 million in Adjusted EBITDA (non-GAAP), and 17.2% of Gross Profit Margin for the same period. For the year ended December 31, 2024, we generated approximately $573.7 million of revenue, $7.8 million of net income, $39.7 million in Adjusted EBITDA (non-GAAP), and 15.9% of Gross Profit Margin for the same period. See the sections titled “Management’s Discussion and Analysis of Financial Condition and Results of Operations—Key Business Metrics” and “Management’s Discussion and Analysis of Financial Condition and Results of Operations—Non- GAAP Financial Measures” for information regarding our use of non-GAAP financial measures and a reconciliation of such financial measures. Our Products As of December 31, 2025, we operated a portfolio of approximately 9,700 owned and leased kiosks across 48 U.S. states, 10 Canadian provinces, 6 Australian states and Hong Kong. Within the United States, our kiosks and BDCheckout access points are located in zip codes containing approximately 69% of the U.S. population. While we are currently not operating kiosks in New York, we have applied for the license required to operate in New York. See “Risk Factors—Risks Related to Government Regulation and Privacy Matters” for more information. BTM Our kiosks are located in convenience stores, gas stations, pharmacies, grocery chains and shopping malls across North America and Australia. Our largest deployment across a single retail chain is with Circle K, which accounted for approximately 800 of our total number of deployed kiosks as of December 31, 2025. As of December 31, 2025, Circle K has provided notice that it will not renew its contract with us. We continuously monitor our BTM performance at each location, and at various times we relocate our BTMs to more profitable locations. The majority of our contracts contractually allow us to move our BTMs with a limited notification to our retail partners. At December 31, 2025, we had approximately 1,700 BTMs with our logistics providers to redeploy to new locations. Our kiosks, with the operating software pre-loaded, are manufactured and deployed by multiple providers. This gives us the flexibility to acquire additional hardware as the need arises. Because utilization is below that of typical cash ATMs, we believe that that the functional life of our kiosks is extended relative to manufacturer specifications. We have contracted with a network of providers to service our kiosks on an as-needed basis to support kiosk up-time, but our kiosks have typically not required frequent repair or maintenance. We have found that a key factor affecting transaction volumes at any particular kiosk is its location. Our strategy in deploying our BTMs is to identify locations that are expected to generate high visibility and high transaction volume. Site selection for kiosk deployment is also determined based on an analysis of historical business trends and a determination of the proximity and density of competitors’ kiosks. Our retail deployments are secured through negotiation with our retail partners. Contract terms are generally similar across the portfolio of retail partners, such as payment terms, service level agreements, rent, placement, and access. These contracts provide a recurring and stable source of revenue for our retail partners over a typical initial term of approximately five years, although our terms vary because of negotiations at the time of execution. As of December 31, 2025, our contracts with our top 10 retail partners had a weighted average remaining life of 1.2 years. Many of our contracts include auto-renewal features providing for additional one-year terms following the expiration of the initial term. Such contracts may be terminated at either party’s option by giving proper notice in accordance with the subject contract. Contracts with over a 12-month term allow for kiosks to be removed at our discretion, and this overall flexibility to move our BTMs allows us to not record a liability on the balance sheet related to these retail location leases. The software that resides on the kiosk is designed to provide an intuitive user interface for our users. 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; the user can create and use a Bitcoin Depot-branded wallet (un-hosted and non-custodial), or their other existing digital wallet. Bitcoin Depot’s branded wallet is facilitated through an unaffiliated third party. Bitcoin Depot utilizes this wallet infrastructure to offer users the ability to use an un-hosted non-custodial wallet within the Bitcoin Depot mobile app or through other third-party apps which allow access to non-custodial wallets. Bitcoin Depot is not liable for any losses users may experience because Bitcoin Depot does not have access to users’ wallets or their private keys. 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 6 Table of Contents 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. Prior to the time at which a user inserts cash in the BTM to purchase Bitcoin, Bitcoin Depot has control of such Bitcoin, and maintains such control until the transaction is completed at the kiosk and Bitcoin Depot initiates a transaction on the blockchain to send Bitcoin to the user. Bitcoin Depot never custodies a user’s Bitcoin. Bitcoin Depot takes custody of the user’s cash at the time the same is inserted into the BTM. BDCheckout Bitcoin Depot also sells Bitcoin without the use of kiosks at several thousand additional retailer locations through a relationship with a leading global payments technology company. This product, called BDCheckout, allows users similar functionality to our kiosks, enabling them to load cash into their accounts at the checkout counter at retailer locations, and then use those funds to purchase Bitcoin. The transaction is initiated on the Bitcoin Depot mobile app, which is available for download from major app stores for free. We believe that BDCheckout offers an attractive value proposition for retailers, providing fee income and potentially increasing shopper foot traffic, without Bitcoin Depot incurring upfront out-of-pocket hardware costs and certain operational expenses, such as rent. The primary difference between a BDCheckout transaction and a BTM kiosk transaction is that the former is completed via interaction with a cashier at a retail location and relies more heavily on the use of the Bitcoin Depot mobile app, while the latter involves a user interfacing with a kiosk. Bitcoin Depot’s costs associated with a BDCheckout transaction are lower than its 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. Industry Trends The adoption of cryptocurrencies as a medium of exchange has grown significantly since Bitcoin’s introduction in 2009 and cryptocurrency is continuing to become more mainstream among consumers. In 2025, centralized and decentralized exchanges reported approximately $86 trillion in cryptocurrency trading volume, and an estimated 30% of the U.S. adult population owns cryptocurrency. Several notable developments have contributed to this growth, including broader acceptance of cryptocurrency on payment platforms, the proliferation of financial products offering investors exposure to cryptocurrencies, and market participants looking for ways to simplify transactions for the everyday consumer. At the same time, consumers have become attracted to the accessibility and user experience of BTMs as an entry ramp into the digital financial system. Several companies began to work on BTM prototypes as early as 2013, and the BTM market has shown rapid growth since then. According to Coin ATM Radar, from January 1, 2017 to December 31, 2025, the total number of BTMs deployed grew from approximately 1,000 to 40,000, representing a CAGR of approximately 42%, with the vast majority of BTMs now located in North America. According to Coin ATM Radar, as of December 31, 2024, approximately 90% of installed BTMs worldwide reside in the U.S. and Canada, in which Bitcoin Depot had a market share of 25% and 8%, respectively. Market Opportunity Although U.S. consumers continued to use credit cards and debit cards for a majority of their payments, market studies indicate there is still a significant desire to utilize cash for various purposes in the U.S. The 2024 Diary of Consumer Payment Choice, a study conducted by Federal Reserve Bank of San Francisco found that while it has declined over time, the share of payments in cash was 16% in 2023, which was a decrease from the data in 2021. As of December 2024, the value of currency in circulation passed $2.36 trillion, a 36% increase compared to February 2020, but with slower growth since 2021. In addition, according to a study by Travis Credit Union conducted in 2020, 29% of U.S. adults sampled prefer to use cash to purchase goods. We believe a portion of this population finds obtaining cryptocurrencies through online cryptocurrency exchanges challenging and inconvenient and prefers to directly convert their cash to cryptocurrencies. The chart below shows the proportions of various methods of payments since 2016. The 2024 Diary of Consumer Payment Choice also shows that a significant percentage of person-to-person payments continue to be made in cash, and credit cards, the percentage of these payments made with credit cards has been steadily increasing compared to the prior years. According to a user survey we conducted, many of our users report that the reason they used our BTMs was to send cryptocurrency to others. This use case can represent a more efficient means of sending money for those who are using cash to make person-to-person payments, or an alternative means of sending money for those who are using mobile apps. 7 Table of Contents Share of payment instrument use for all payments (1) (1) Source: 2025 Findings from the Diary of Consumer Payment Choice. Our Competitive Strengths We believe the below competitive strengths differentiate us from our competition and enhance our ability to compete. •Largest BTM Operator in North America We are the largest operator of BTMs in North America with an approximately 23% market share as of December 31, 2025, according to Coin ATM Radar. As of December 31, 2025, we have approximately 9,700 active kiosks across 48 states in the U.S., 10 provinces in Canada, 6 states in Australia and Hong Kong. across convenience stores, gas stations, pharmacies, grocery chains and shopping malls. Bitcoin Depot’s strategically placed network of BTMs and BDCheckout access points are located in zip codes addressing approximately 69% of the U.S. population. Our strong presence has given us increased visibility among users and retail partners and has helped drive user traffic to our kiosks. •Superior User and Retailer Experience In addition to offering intuitive user interfaces at our BTMs for transactions, we believe we offer a streamlined alternative to online exchanges for transacting in Bitcoin. Online exchanges can in certain instances require users to wait over three business days to convert money to Bitcoin, and they also require a user to have a bank account and therefore provide no cash conversion options. Our users can purchase Bitcoin without a bank account through our kiosks in typically under two minutes for new accounts and in under a minute for returning users. Our streamlined mobile app offers an easy way for our users to locate points-of-transaction, create a digital wallet, transfer Bitcoin between digital wallets and initiate BDCheckout transactions. We provide telephone customer service almost around the clock to address questions or concerns from our users and to facilitate a smooth transaction process. We have flexible hosting contract terms with our retail partners that offer location payments tied to a predictable minimum rate monthly rent (which, for certain locations, may be increased based on transaction volumes, thereby aligning partners’ success with our own performance). Based on our observations, our kiosks provide the benefit of driving additional foot traffic at retail locations, which as a result potentially drives additional business to our partners, thereby increasing their revenue. •Robust Compliance Procedures We complete our customer Know Your Customer (“KYC”) process prior to permitting a user to transact. In October 2025 we announced the roll out of new compliance standards that make Bitcoin Depot one of the only operators in the industry to require customers to provide identification before transacting for any amount of money. We have invested in and maintain robust, multi-layer compliance procedures to evaluate potential users, open user accounts and monitor transactions at our BTMs. Our compliance team, comprised of 20 individuals, has over 100 years of combined experience in Anti-Money Laundering ("AML"), Bank Secrecy Act ("BSA"), Office of Foreign Assets Control ("OFAC") and Consumer Protection compliance. For KYC verification for any given user transacting at our kiosks is generally based on the user’s proposed transaction amount with us. Generally, verification involves collecting users’ names, email addresses, phone numbers, driver’s licenses or other ID, social security numbers and photos of each user. Further, our BTMs take photos throughout the transaction process, which allows us to verify that users match the identifying information that has been provided 8 Table of Contents during the KYC process. We utilize blockchain analytics and work with various third parties for transaction monitoring, case management and regulatory filings and reporting. We prioritize proactive reporting procedures in accordance with local, state, and federal requirements. Our compliance systems routinely reject user applicants that fail authentication requirements, and bans users from transacting at our kiosks and via BDCheckout when our compliance team discovers suspicious activity or when the users violate our terms of service (which can be accessed on our website) to which users agree prior to transacting at a BTM or during the BDCheckout transaction process, as applicable. These user bans represent approximately 4% of our overall transaction volumes in a given month. We do not believe there are any material challenges related to conducting KYC at a kiosk. We believe many of our retail partners have selected us to be their BTM provider based on our focus and commitment to robust compliance. •Prudent Bitcoin Management We use a sophisticated Bitcoin management process to reduce our exposure to volatility in Bitcoin prices by maintaining a relatively low balance (typically less than $1.0 million) of Bitcoin at any given time 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, which we believe differentiates us from our competition. We do not act as an agent or exchange for users in our transactions; we maintain balances of Bitcoin from which we satisfy our users’ demand from kiosk or BDCheckout transactions. As we send users Bitcoin, we replenish our Bitcoin balance on an ongoing basis to meet user demand. Our typical practice is to purchase Bitcoin through a liquidity provider such as Cumberland DRW. 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. •Management Team With Deep Industry Experience We are led by a management team that built our business from the ground up to become the largest operator of BTMs in North America. Our founder and other executive officers bring extensive multidisciplinary experience in technology and business. We believe our management team has a competitive advantage in their ability to attract a highly talented pool of experienced engineers and seasoned industry professionals. We believe our management team’s expertise in this industry enables them to pursue attractive and opportunistic acquisition targets to further strengthen our competitive advantage. Our Strategies We intend to continue to grow our business by employing the following strategies: •Geographical and Retailer Expansion We intend to continue to expand into more physical locations at our existing partners as well as build new partner relationships for further greenfield market penetration. Our broad footprint and user base present an opportunity for us to offer additional products and services in the future, which we believe will further strengthen and grow our user base. To expand into new geographies, we have applied for a license to operate in the state of New York, a market we believe could support thousands of kiosks, an estimate we adopted based on other states with more established BTM networks and comparable populations, such as Florida. Finally, approximately 90% of BTMs worldwide are in North America, according to Coin ATM Radar as of December 31, 2024, presenting an attractive international expansion opportunity for us. Various countries have begun accepting cryptocurrency as a legal form of payment, which we believe is going to accelerate the adoption of cryptocurrency and offer us an opportunity to establish a presence in these countries. •Leverage Scale and Profitability to Reinvest in the Business We operate the largest network of BTMs in North America. We have generated positive net income and cash flow from operations every year since our inception. For the years ended December 31, 2025 and 2024, we generated revenue of approximately $614.9 million and $573.7 million, respectively, gross profit of $113.3 million and $81.5 million, respectively, and cash from operations of $34.0 million and $22.5 million, respectively. We currently intend to reinvest the majority of the profits back in our business to continue to develop new products and services to address the needs of our users, allowing us to achieve further brand recognition and brand loyalty and grow our user base. •Strategic Acquisitions and Partnerships Provided we are able to secure appropriate opportunities, we intend to pursue inorganic growth in the form of strategic bolt-on acquisitions to build on our leading market position and to supplement our in-house capabilities in both hardware kiosks and software that run on these kiosks as well as any product or service that provides Bitcoin access in a retail setting. In addition, we continue to look for potential acquisitions to diversify into near neighbor and complimentary lines of business where we can leverage our leading compliance structure and know how. 9 Table of Contents •Grow Volume of Retail Transactions Through BDCheckout We launched BDCheckout in June 2022 and as of December 31, 2025, it is available at approximately 16,000 retail locations across North America, including convenience stores, gas stations, pharmacies, grocery chains and shopping malls. BDCheckout enables our users to load cash into their accounts at the checkout counter at retailer locations, and then use those funds to purchase Bitcoin using the same fee structure in place at our kiosks, thereby lowering our required upfront capital expenditures and operating expenses and providing us with additional revenues from the sale of Bitcoin. For more information about how we generate our revenue, please see the section of this Annual Report on Form 10-K entitled “Management’s Discussion and Analysis of Financial Condition and Results of Operations—Components of Results of Operations—Revenue.” We intend to fully capitalize on this by actively targeting our users with BDCheckout through online advertising and our free mobile app. We believe the expansion of BDCheckout to new locations across the U.S. and Canada will diversify our revenue streams as well as further grow our transaction volumes, revenue and profitability. Recent Highlights Entering January 2024, we signed a master placement agreement with EG America LLC, in one of the largest retail partner deals in the Company's history. With this agreement, we are set to install our BTMs in approximately 900+ locations, a significant leap forward in our expansion trajectory. In February 2024, we were able to secure a deal with CEFCO for 72 out of their 200+ locations which marks a significant milestone for our company. This partnership not only expands our market reach but also diversifies us within the convenience store industry. By aligning with CEFCO, a reputable and rapidly growing chain, we gain access to a broader customer base and increase brand visibility. During 2024 and 2025, we entered into twelve franchise profit sharing arrangements. Under the terms of the agreements, the counterparties receive a share in the profits generated by a group of specifically identified kiosks. The agreements mature between February 2029 and February 2033. In January 2025, we deployed 50 additional Bitcoin ATMs through a partnership with a prominent operator in the Texas Panhandle. This expansion directly addressed growing demand for cash-to-crypto access in the Southwest, further strengthening our regional footprint. The latter half of 2025 was defined by aggressive network scaling. Through the strategic acquisitions of Pelicoin and National Bitcoin ATM, we integrated over 500 kiosks across 27 states, effectively consolidating our domestic footprint. We also achieved a major international milestone by launching in Hong Kong, marking our strategic entry into the Asian market, proving further scalability of our kiosk footprint beyond North America Entering January 2026, we completed a strategic leadership transition, appointing Scott Buchanan as CEO while founder Brandon Mintz moved to an Executive Chairman role. Simultaneously, we finalized the acquisition of Instant Coin Bank, further consolidating our presence in Texas and Oklahoma and reinforcing our position as the leading BTM operator in North America. On February 27, 2026, the Company acquired Kutt, Inc., 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 Bitcoin Depot’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. Competition We operate in a highly competitive industry with an increasing number of participants. Industries adjacent to the digital financial system are highly fragmented, quickly evolving, intensely competitive, and subject to growing global regulatory scrutiny and oversight. There are several publicly traded companies that operate cash to Bitcoin ATMs, including Athena Bitcoin Inc. and Bitcoin Well Inc. We believe we do not have any direct, pure-play competitors, traded on major exchanges, who operate cash to Bitcoin ATMs at scale. Several private companies and wholly-owned subsidiaries of other publicly traded companies may be considered to be our competitors, including BitNational, Bitstop, Byte Federal, Inc., Cash2Bitcoin.com, Coin Hub, Coin Flip Bitcoin ATMs, Coinme, Instacoin, Moon Inc., dba LibertyX, a division of NCR Atleos Corporation, Localcoin, National Bitcoin ATM, and RockItCoin, among others. 10 Table of Contents Separately, given our mission to Bring Bitcoin to the Masses™ by enabling our users to transact on everyday activities using Bitcoin, from paying bills to sending money transfers to a variety of other use cases, other established payment processing and money transfer businesses may become our competitors, including PayPal, Block, Global Payments, Coinbase, Jack Henry, and MoneyGram, among others. Sales and Marketing Our sales team focuses principally on maintaining relationships with our existing retail partners and developing new relationships with national, regional and local retailers. The team is organized into groups that specialize in marketing to specific retail industry segments, which allows us to tailor our offering to the specific requirements of each retail partner. As of December 31, 2025, our sales and marketing teams consisted of 19 employees. Those who are exclusively focused on sales typically receive a combination of base salary and an incentive-based compensation. In addition to targeting new business opportunities, our sales team supports our business initiatives by building and maintaining relationships with new retail partners. We seek to identify growth opportunities within each account by analyzing the retailer’s sales at each of its locations, foot traffic, and various demographic data to determine the best opportunities for new BTM placements. Our marketing team is focused on attracting users to our BTMs as well as to our BDCheckout retail locations. Our marketing team primarily uses digital marketing tools, such as Google AdWords, to acquire and retain users but also deploys email, SEO, and physical marketing presences as applicable. Our marketing team also supports the sales team in attracting new retail partners. Intellectual Property, Patents and Trademarks Although we believe our success depends upon our technical and marketing expertise more than our proprietary rights, our future success and ability to compete depend in part upon our proprietary technology. We have registered or filed applications for our primary trademarks. Most of our technology is not patented. Instead, we rely on a combination of contractual rights, copyrights, trademarks, and trade secrets to establish and protect our proprietary technology. We generally enter into confidentiality agreements with our employees, consultants, third-party contractors, and retail partners. Access to, and distribution of, our source code is restricted, and the disclosure and use of other proprietary information is further limited. Despite our efforts to protect our proprietary rights, unauthorized parties can attempt to copy or otherwise obtain, or use our products or technology. We cannot be certain that the steps taken in this regard will be adequate to prevent misappropriation of our technology or that our competitors will not independently develop technologies that are substantially equivalent or superior to our technology in a manner that would avoid our intellectual property rights. Research and Development We invest in ongoing research to develop new software solutions and services and enhance existing solutions with additional functionality and features required to ensure regulatory compliance. Product-specific enhancements are largely user-driven with recommended enhancements formally gathered through survey results, strategic initiatives meetings and ongoing user contact. We also continually evaluate and implement process improvements that expedite the delivery of new products, services and enhancements to our users and reduce related costs. For instance, our research and development capabilities and efforts resulted in the successful launch and deployment of BDCheckout, recently at thousands of major retailers. Associated costs are recorded in Selling, general and administrative expense on the Consolidated Statements of Income and are not material. Our Retail Partners In the U.S., we have contracts with over 50 major national and regional retailers, including convenience stores, supermarkets, drug stores, and other high-traffic retail chains, which represent approximately 2,700 BTMs. Circle K was the largest retailer in our portfolio, representing approximately 18% and 23% of our total revenues for the years ended December 31, 2025 and 2024, respectively. The underlying retail agreement with Circle K had an initial term of five years. As of December 31, 2025, our contract with Circle K had a remaining life of 0.5 years and Circle K has provided notice that it will not be renewed. We intend to relocate kiosks currently located at Circle K stores. The number of kiosks that will require relocation is in line with our preexisting relocation plan and as a result we do not expect the expiration of the Circle K agreement to have a materially negative impact on our revenues going forward. Our other top ten retail partners (excluding Circle K) comprise 8.2% of our retail locations. Contracts with these other nine retail partners have a weighted average remaining life of 2.0 years as of December 31, 2025. Many of our contracts include auto-renewal features providing for additional one-year terms following the expiration of the initial term. Such contracts may be terminated at either party’s option by giving proper notice in accordance with the subject contract. The terms of our retail partner contracts vary because of negotiations at the 11 Table of Contents time of execution. In addition, through BDCheckout, our users can now load cash into their accounts at the checkout counter at approximately 16,000 retailer locations, and then use those funds to purchase Bitcoin. Our Vendors/Suppliers Cumberland DRW Cumberland DRW ("Cumberland") is one of our co-primary liquidity providers from whom we purchase Bitcoin that we sell to our users. We have had a relationship with Cumberland for over four years. Cumberland is a leading OTC liquidity provider in the digital financial system. The company has operations globally and is owned by DRW, a diversified principal trading firm with more than 25 years of experience in multiple asset classes around the world. Abra Abra is one of our co-primary liquidity providers from whom we purchase Bitcoin that we sell to our users. We have had a relationship with Abra for almost two years. Abra is a financial services and technology company that operates a cryptocurrency wallet service including a trading service for buying and selling cryptocurrencies and a service for earning interest on cryptocurrencies and stablecoins. Genmega Genmega is a global provider of kiosks and traditional cash ATMs and is currently the largest provider of our BTM kiosks. The company was founded over ten years ago and has cumulatively delivered more than 150,000 ATMs worldwide. Since 2016, Genmega has supplied more than 8,000 kiosks to us. Gemini Gemini is an American cryptocurrency exchange and custodian that allows customers to buy, sell, and store digital assets. To place orders for Bitcoin on the Gemini exchange, we are required to have USD on account and available which facilitates the purchasing process. We maintain a minimum USD balance needed for anticipated Bitcoin purchases for the day. We replenish the account with USD as needed. Gemini is the sole cryptocurrency exchange with which we hold USD balances. Cash Transportation We contract with large and reputable armored courier services to transport and transfer funds to and from our kiosks. We use leading armored couriers such as Loomis, Brinks and Garda in the U.S. and Canada to collect and transport cash. Under these arrangements, the armored couriers collect cash either on a regular schedule or pickups are initiated when cash in a particular kiosk has reached a specified threshold dollar amount, which we can track on a real-time basis. The armored couriers then confirm cash counts and our bank accounts are then credited. ATM Operations We contract with large and reputable service providers that support the various activities of our BTMs operations related to deployment, repairs and maintenance, and wireless communications. Operations vendors include, but are not limited to, Bibbeo, Burroughs, Cennox, DropPin, Fiserv, National Services, and OptConnect. We also supplement our vendors by insourcing some field activities with several employees who travel to various markets as needed. Lease Providers We utilize three major lessors to finance approximately 3,500 of our BTMs. We believe these lessors are experienced in lease transactions and have adequate equity reserves. We have been able to negotiate with several lease providers and are able to receive market rates for these lease arrangements. As of December 31, 2025, we have lease commitments to acquire all the kiosks for a bargain purchase option at the end the lease term. User Transactions We hold an amount of Bitcoin in a hot wallet that we own and send Bitcoin to users from that wallet when transactions are completed at a BTM or through BDCheckout. We replenish our hot wallet from time to time through open market purchases of Bitcoin with certain liquidity providers. When a user buys Bitcoin from us, the purchase price is based on the spot price of Bitcoin at the time of the user’s 12 Table of Contents transaction. When a user sells Bitcoin to us, such Bitcoin is held in a Bitcoin Depot hot wallet for a period of time, which could be up to several days, until such Bitcoin is later sold through a liquidity provider to fund operations or is resold to users transacting at BTM kiosks or through BDCheckout; however, the volume of transactions of this type are de minimis. Our policy for transfers from our hot wallet (the private keys to which are stored in geographically dispersed locations throughout the U.S.) that do not involve fulfilling user purchases require dual approval by our Chief Executive Officer and Executive Chairman. Transfers from our hot wallet to fulfill user purchases occur automatically through an application program interface that is secured by passwords and login credentials. We do not custody Bitcoin for our kiosk users. Our relationship with our primary liquidity provider allows us to purchase Bitcoin to quickly replenish amounts sold to users, which means that we hold relatively small amounts of Bitcoin for customer sales at any given time. Due to the minimal amount of Bitcoin held at any given time (typically less than $2.0 million) 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, coupled with our high transaction volumes, we do not store Bitcoin in cold wallets. Human Capital As of December 31, 2025, we had 135 full-time employees, most of whom were in the United States. None of our employees are represented by a labor union or covered by collective bargaining agreements, and we have not experienced any work stoppages. We believe we have a positive relationship with our employees. We believe that our success is driven by our employees. Therefore, we strive to drive their own professional growth, success and wellbeing. Our human capital strategy focuses on: Equal Employment Opportunity: We recognize the value of a highly-qualified workforce and we believe employees with different skillsets, experiences and interests promotes collaboration, innovation, and creativity in our workplace and operations. We are committed to the principles of equal employment opportunity and make hiring and other employment-related decisions based on merit, skills, and qualifications. Employee Benefits: We believe in the importance of offering our employees competitive salaries and wages, together with comprehensive insurance options. We recognize the importance of comprehensive healthcare benefits, including medical, prescription drug, vision and dental, and employees and their family members are provided with tools and resources to assist in adopting and maintaining a healthy lifestyle. We offer medical, dental, vision, short and long-term disability, life insurance, match 401K contributions up to 3%, and pay for a ClassPass membership. Training and Talent Development: We are committed to the education of our employees and have committed to provide our employees with a variety of learning opportunities, including, but not limited to, technical skill development, soft skills development, workplace conduct guidance, and IT security training. Facilities Our principal executive offices and headquarters are located in leased premises at 8601 Dunwoody Place, Sandy Springs, Georgia 30350, consisting of approximately 5,406 square feet. We also lease office space in Canada, located at 267 Richmond Rd, 3rd Fl., Ottawa, Ontario K1Z 6X3 and consisting of approximately 1,000 square feet. We believe that these facilities are generally suitable to meet our needs. Seasonality and Inflation We have typically experienced seasonality in our revenue and the related cost of cryptocurrency, with lower activity in the fourth quarter which we believe is attributable to less business days in the quarter as a result of public holidays. Our costs of goods, services and labor and third-party services, have been impacted by the recent inflationary pressures. To date, we have been successful in managing these cost increases through pricing, productivity and cost-cutting initiatives. There can be no assurance that our operating results will not continue to be affected by inflation in the future or that we will be successful in managing such cost increases. Governmental Regulation Anti-money Laundering and Counter-Terrorist Financing We are subject to various anti-money laundering and counter terrorist financing laws, including the BSA in the U.S. and similar laws and regulations in Canada. In the U.S. as a money services business registered with the FinCEN, the BSA requires us to develop, implement, and maintain a risk-based anti-money laundering program, provide an anti- money laundering-related training program, 13 Table of Contents report suspicious activities and transactions, comply with certain reporting and recordkeeping requirements, and collect and maintain information about our users. In addition, the BSA requires us to comply with certain user due diligence requirements as part of our anti-money laundering obligations, including developing risk-based policies, procedures, and internal controls reasonably designed to verify each user’s identity. We have implemented a compliance program designed to prevent our kiosks, products and services from being used to facilitate money laundering, terrorist financing, and other illicit activity in countries, or with persons or entities, included on designated lists issued by the OFAC, and equivalent foreign authorities. Our compliance program includes policies, procedures, reporting protocols, training and internal controls, and is designed to address legal and regulatory requirements as well as to assist us in managing business risks associated with money laundering and terrorist financing. See “Risk Factors—Risks Related to Government Regulation and Privacy Matters” for additional information. Money Transmission and Virtual Currency Business Activity In the U.S., we have obtained licenses to operate as a money transmitter, or the equivalent, in the states where we understand such licenses or equivalent are required to conduct our business. In addition, we have applied for a BitLicense from the NYDFS. As a licensed money transmitter, we are subject to a range of legal obligations and requirements including bonding, net worth maintenance, customer notice and disclosure, reporting and recordkeeping requirements, and obligations that apply to the safeguarding of third-party funds and crypto assets. In addition, the licensed entity within our corporate structure is subject to inspection and examination by the state licensing agencies and certain actions involving that entity, such as changes in controlling equity holders, board members, and senior management, may require regulatory approval. See “Risk Factors—Risks Related to Government Regulation and Privacy Matters” for additional information. Privacy and Protection of User Data We are subject to a number of laws, rules, directives, and regulations relating to the collection, use, retention, security, processing, and transfer of personally identifiable information about our users and employees in the jurisdictions where we operate. We are subject to privacy and information safeguarding requirements under the Gramm-Leach-Bliley Act and the California Consumer Privacy Act in the U.S., as well as the Personal Information Protection and Electronic Documents Act in Canada, which impose certain privacy protections and require the maintenance of a written, comprehensive information security program. Our business relies on the processing of personal data in many jurisdictions and the movement of data across state and national borders. As a result, much of the personal data that we process, which may include certain financial information associated with individuals, is regulated by multiple privacy and data protection laws and, in some cases, the privacy and data protection laws of multiple jurisdictions. In many cases, these laws apply not only to third-party transactions, but also to transfers of information between or among us, our subsidiaries, and other parties with which we have commercial relationships. Regulatory scrutiny of privacy, data protection, cybersecurity practices, and the processing of personal data is increasing in the U.S. and around the world. Regulatory authorities are continuously considering numerous new legislative and regulatory proposals and interpretive guidelines that may contain additional privacy and data protection obligations. Any expansion or changes in the application of these privacy, data protection and cybersecurity laws or other regulatory requirements could increase our compliance costs and have a material adverse impact on our business, results of operations, and financial condition. See “Risk Factors—Risks Related to Government Regulation and Privacy Matters” for additional information. Consumer Protection The FTC, the CFPB, and other U.S. federal, state, and local and foreign regulatory agencies regulate business activities, including money transfer services related to remittance or user-to-user transfers. These agencies, as well as certain other governmental bodies, including state attorneys general, have broad consumer protection mandates and discretion in enforcing consumer protection laws, including matters related to unfair or deceptive, and, in the case of the CFPB, abusive, acts or practices, or Unfair, deceptive, or abusive acts and practices (“UDAAPs”), and they promulgate, interpret, and enforce rules and regulations that affect our business. The CFPB has enforcement authority to prevent an entity that offers or provides financial services or products to consumers in the United States from committing or engaging in UDAAPs, including the ability to engage in joint investigations with other agencies, issue subpoenas and civil investigative demands, conduct hearings and adjudication proceedings, commence a civil action, grant relief (e.g., limit activities or functions; rescission of contracts), and refer matters for criminal proceedings. See “Risk Factors—Risks Related to Government Regulation and Privacy Matters” for additional information. State Regulations Several state and local governments have introduced or have pending legislation regarding cryptocurrency, digital or virtual currency and cryptocurrency kiosks specifically. We cannot be sure of the impact such pending or future legislation might have on our results of operations or financial condition, or the probability that such bills will be entered into law. While the enactment of this type of legislation in any single state might not be material, the cumulative impact of this type of legislation across a large number of states could materially 14 Table of Contents adversely impact our operations as a whole. See below for recently effective state regulations and how they have impacted our business thus far. Arizona Effective as of September 25, 2025, Arizona’s new Cryptocurrency Kiosk License Fraud Prevention law (Chapter 6, Article 1236, previously HB 2387) significantly increased the regulatory and consumer protection requirements for operators in the state. As expanded upon below, the law requires a kiosk operator to: (a) implement a 10-day "new customer" introductory period, and (b) abide by daily transaction limits of $2,000 for new customers and $10,500 for existing customers. Under the new framework, any consumer who has not been an active customer for at least 10 days is subject to the lower transaction cap. Notably, upon the law's effective date, the state required that all existing kiosk customers be reverted to "new customer" status for a ten-day period to ensure consistent application of the new fraud-prevention standards. The legislation also mandates that operators display clear, conspicuous, and easily understandable terms and conditions on the kiosk screen before a transaction may be initiated. Furthermore, operators in Arizona are now required to utilize blockchain analytics and tracing software to proactively identify and prevent fraudulent activity as part of their broader compliance infrastructure. Arkansas Effective as of August 3, 2025, the Arkansas Money Transmission Kiosk Act (H 1467) introduced some of the most stringent verification and communication standards currently in effect. As expanded upon below, the law requires a kiosk operator to: (a) limit the charges collected from a customer to a fee cap of the greater of $5 or 18%, and (b) abide by daily transaction limits of $2,000 for new customers and $7,500 for existing customers. The act defines a "new customer" as an individual conducting transactions within 72 hours of their initial account sign-up. A key operational requirement of this legislation is the mandate for verbal communication with any customer aged 60 years or older prior to their first transaction. Additionally, the law requires operators to collect and verify a government-issued photo ID from every customer before any transaction can be processed, regardless of the amount. Refund provisions are also established, requiring full refunds for fraudulent transactions made during the 72-hour new customer window, provided the request is made within 14 days of the transaction. California As expanded upon below, California passed certain legislation over the past year which limited our ability to operate effectively in that state. As a result, the Company has significantly reduced its footprint of kiosks in the state of California. However, we continue to evaluate the regulatory environment and our ability to comply with new regulations and reinstate operations there. Effective as of January 1, 2025, the Digital Financial Assets Law of California requires a kiosk operator to: (a) limit the charges that may be collected from a customer, such that they may not collect direct or indirect charges from a customer related to a single digital financial asset transaction that exceeds the greater of (x) $5, or (y) 15% of the U.S. Dollar equivalent of digital financial assets involved in the transaction, and (b) provide written disclosures to a customer prior to completing a transaction, that includes the following certain minimum information. Effective as of January 1, 2024, pursuant to the Digital Financial Assets Law of California, operators of digital financial asset transaction kiosks in California are required to 1) provide to the Department of Financial Protection and Innovation of California (“DFPI”) a list of all locations of kiosks that the operator owns, operates or manages in California and to provide the DFPI with any updates to these locations within 30 days of any change; 2) abide by transaction limits of $1,000 in a day from a customer via kiosk; and 3) provide customers with receipts that include certain information regarding the transaction. Colorado Effective as of January 1, 2026, the Vending of Digital Assets Act (previously SB 25-079) establishes a new regulatory framework for kiosk operations. As expanded upon below, the law requires a kiosk operator to: (a) display a mandated on-screen disclosure stating "WARNING: THIS TECHNOLOGY CAN BE USED TO DEFRAUD YOU" which must be affirmatively acknowledged before proceeding, and (b) provide both printed and electronic receipts containing the transaction hash, recipient address, and a toll-free customer service number. The Act separates daily transaction limits based on the customer’s history: a $2,000 limit for "new customers" and a $10,500 limit for "existing customers." A "new customer" is defined as any individual for whom less than seven days have elapsed since their first transaction. Additionally, the bill mandates a full refund for a customer's first transaction if it is verified as fraudulent and the assets were sent to a wallet or exchange outside of the United States, provided the request is made within 60 days. Connecticut 15 Table of Contents On October 1, 2024, the Connecticut Act Concerning Digital Assets became effective, placing heavy regulatory, process and compliance burdens on our operations in the state. This bill allows the banking commissioner to adopt regulations, forms and orders governing the business use of digital assets by entities that, and individuals who, are under his regulatory jurisdiction (e.g. state-chartered banks and credit unions). The regulations, forms, and orders must ensure consumer protection and the commissioner may consult with federal and other states’ financial services regulators, other stakeholders, and industry professionals to ensure that digital assets receive, to the extent practicable, consistent treatment. Further, the bill created a transaction limit of $2,000 for new customers and a $5,000 transaction limit for existing customers and capped fees for all transactions at 15%. The bill also imposes several disclosure and receipt requirements on virtual currency kiosk owners and operators. It further requires them to allow customers to cancel and receive a full refund for a virtual currency transaction within seventy-two hours after the new customer registered as a customer of such owner or operator if, not later than thirty days after the last virtual currency transaction that occurred during such seventy-two-hour period. Lastly, the bill allows the banking commissioner to establish a schedule of maximum fees that an owner or operator of a virtual currency kiosk may charge for specific services. Illinois Effective as of August 18, 2025, Illinois SB 2319 established a detailed regulatory structure that emphasizes transparency and consumer remediation. As expanded upon below, the law requires a kiosk operator to: (a) limit charges to a fee cap of 18%, and (b) abide by daily transaction limits of $2,500 for new customers and $10,500 for existing customers. A customer retains the "new customer" classification until the earlier of (1) the completion of their first three transactions or (2) 7 days after opening their account. The legislation imposes specific refund requirements that vary by customer status; operators must provide a full refund for the first three fraudulent transactions made during the new customer period, while only fee refunds are required for fraudulent transactions involving existing customers. All refund requests must be submitted within 30 days of the last fraudulent transaction to be eligible for consideration. Iowa Effective as of July 1, 2025, Iowa Code § 533C.1004 (previously SF 449) introduced a restrictive operating environment focused on curbing high-velocity fraud. As expanded upon below, the law requires a kiosk operator to: (a) limit charges to a fee cap of the greater of $5 or 15%, and (b) abide by a flat daily transaction limit of $1,000 for all customers. Furthermore, the law imposes an aggregate transaction limit of $10,000 for any new customer during their first 30 days of activity. The state has also established specific refund protocols for victims of fraud; new customers are entitled to a full refund of fraudulent transactions made within their first 30 days, whereas existing customers are eligible for a refund of fees only. Both classes of customers must submit their refund requests within 90 days of the fraudulent transaction to be eligible. Louisiana Effective as of August 1, 2025, Louisiana H 483 introduced procedural mandates intended to provide a "cooling-off" period for consumers. As expanded upon below, the law requires a kiosk operator to: (a) abide by a flat daily transaction limit of $3,000 for all customers, and (b) implement a 72-hour delay in transaction processing. The legislation allows operators an alternative to the 72-hour hold: they may process transactions immediately if they allow customers to request a full refund for any reason within 72 hours of the transaction. Notably, under this 72-hour window, a customer is not required to provide proof of fraud to receive their refund, significantly increasing the operator's administrative and financial liability. Operators must also navigate these requirements alongside broad consumer protection mandates enforced by state authorities, including potential scrutiny from the state's Attorney General regarding deceptive acts or practices. Maine Effective as of June 12, 2025, Maine’s legislation (S.P. 553 - L.D. 1339) established some of the most restrictive fee and limit requirements in the nation. As expanded upon below, the law requires a kiosk operator to: (a) limit charges to a fee cap of the greater of $5 or 3%, and (b) abide by a flat daily transaction limit of $1,000 for all customers. The act also mandates that operators must provide full refunds for all fraudulent transactions made within 90 days of a customer’s very first virtual currency kiosk transaction. To secure a refund, the customer must submit a request within one year of the last fraudulent transaction. The 3% fee cap represents a significant downward pressure on the traditional revenue models for kiosks. Maryland Effective as of July 1, 2025, Maryland S 305 created a tiered limit system while focusing on the remediation of transaction fees in fraud cases. As expanded upon below, the law requires a kiosk operator to: (a) limit charges to a fee cap of the greater of $5 or 15%, and (b) abide by daily transaction limits of $2,000 for new customers and $10,500 for existing customers. A "new customer" is defined as any individual conducting a transaction within 72 hours of their initial sign-up. The legislation specifically mandates that operators must 16 Table of Contents refund transaction fees if a transaction is verified as fraudulent. The law also empowers the Commissioner of Financial Regulation to establish additional rules regarding these fee refunds, indicating an ongoing regulatory evolution in the state. Minnesota On August 1, 2024, the Minnesota Act Regulating Disclosures and Consumer Protections Related to Virtual-Currency Kiosks became effective, which placed additional compliance burdens on our operations and increased the risk of deterring consumers or decreasing market confidence in cryptocurrency. This bill requires virtual currency kiosk operators to (1) disclosure to consumers the relevant terms and conditions of the transactions; (2) issue full refunds for transactions made within seventy two hours of becoming a new customer if fraudulently induced to engage in virtual currency transactions and is reported within 14 days of the last transaction during the seventy two hour window and the customer contacts the virtual currency kiosk operator and a government or law enforcement agency informing of them of the fraudulent nature of the transaction; and (3) set maximum daily transaction limits of $2,000 for new customers. The disclosures on material risks must be made to customers before entering into the virtual currency transaction, and must include at least certain enumerated risks. Missouri Effective as of August 28, 2025, the Virtual Currency Kiosk Consumer Protection Act (previously SB 98) was enacted. As expanded upon below, the law requires a kiosk operator to: (a) comply with comprehensive licensing and disclosure requirements, and (b) maintain robust internal compliance and anti-money laundering policies. Missouri's legislation does not currently impose specific daily transaction limits, fee caps, or mandatory refund windows. The focus of the act is to bring kiosks under the state's formal regulatory umbrella, ensuring that operators meet basic transparency standards and provide necessary risk disclosures to consumers before they engage in virtual currency activity. Nebraska On September 1, 2025, LB 609 will take effect in Nebraska. The law establishes a transaction limit of $2,000 for new customers (defined as individuals within 14 days of signing up), while existing customers will be permitted to transact up to $10,500 per day. Additionally, LB 609 imposes an 18% fee cap on transactions and requires operators to issue full refunds for transactions conducted by new customers within their first 14 days of registration, with refund requests permitted up to 90 days after the transaction. North Dakota Effective as of August 1, 2025, ND H 1447 established a formal regulatory framework for virtual currency kiosks. As expanded upon below, the law requires a kiosk operator to: (a) abide by a flat daily transaction limit of $2,000 for all customers, and (b) provide users with a choice of a paper or digital receipt for every transaction. Unlike other jurisdictions enacted in 2025, the North Dakota statute does not currently mandate specific fee caps or refund provisions. The legislation focuses primarily on capping transaction volumes and ensuring basic record-keeping through mandatory receipts to assist in fraud investigations. Oklahoma Effective as of November 1, 2025, Oklahoma S 1083 established a regulatory framework that prioritizes the protection of new users while allowing flexibility for established customers. As expanded upon below, the law requires a kiosk operator to: (a) limit transaction charges to a fee cap of 15%, and (b) abide by a daily transaction limit of $2,000 for new customers, while transactions for existing customers remain uncapped. The law defines the "new customer" period as the first 72 hours following a consumer's initial transaction. Refund mandates are also tiered; operators must provide full refunds for fraudulent transactions occurring within the 72-hour new customer window, but only fee refunds are required for fraudulent transactions involving existing customers. All refund requests must be submitted within 14 days of the last fraudulent transaction to be valid. Rhode Island Effective as of June 23, 2025, SB 16 requires all kiosk operators to be licensed money transmitters and obtain prior approval from the Department of Business Regulation ("DBR") before activating new terminals. As expanded upon below, the law requires a kiosk operator to: (a) submit quarterly reports to the DBR detailing all physical kiosk locations, and (b) abide by daily transaction limits of $2,000 for "new customers" and $5,000 for "existing customers". A customer is classified as "new" for the first 30 days following their initial transaction. The Act also mandates specific refund protections: operators must provide full refunds for fraudulent transactions made by new customers within their first 30 days, while existing customers are entitled to a refund of fees for verified fraud. All refund requests must be filed within 90 days of the fraudulent activity to be eligible. 17 Table of Contents Vermont Effective as of July 1, 2025, H.137 updated the state's regulatory framework, replacing several of the highly restrictive measures from the previous year. As expanded upon below, the law requires a kiosk operator to: (a) limit charges to a fee cap of the greater of $5.00 or 15%, and (b) abide by daily transaction limits of $2,000 for "new customers" and $5,000 for "existing customers". The law defines a "new customer" as an individual whose second transaction occurred within the last 72 hours. While the legislation extended the moratorium on new kiosk installations until July 1, 2026, it created a pathway for recovery by requiring full refunds, including all fees, for new customers who are victims of fraud, provided they report the incident within 90 days. Additionally, operators are now required to provide both paper and electronic receipts and must use blockchain analytics to screen for high-risk wallet addresses. Wisconsin (DFI Guidance) On May 28, 2025, the Wisconsin Department of Financial Institutions ("DFI") published formal guidance for virtual currency kiosk operators based on its authority to regulate money transmission and fraud. As expanded upon below, this guidance requires operators to abide by a flat daily transaction limit of $2,000 for all customers. City Ordinances In addition, a number of local ordinances have been passed recently applicable to cryptocurrency kiosks which either (1) ban cryptocurrency kiosks completely, or (2) mandate specific warning signs, disclosure and transaction limits. Bans on Kiosks •St. Paul, Minnesota: Effective December 21, 2025. •Spokane, Washington: Effective August 15, 2025. •Waltham, Massachusetts: Effective September 8, 2025. •Gloucester, Massachusetts: Effective September 9, 2025. •Stillwater, Minnesota: This ban was passed on April 18, 2025, but the city recently dropped the ban following litigation and is currently pursuing alternative zoning restrictions. Signs, Disclosure or Transaction Limits •Lincoln, Nebraska: This ordinance requires any business operating a crypto or Bitcoin ATM to post a written warning notice provided by law enforcement. The sign must be placed in a highly visible location near the machine to inform users of potential fraud or scam risks. •Evansville, Indiana: Effective September 8, 2025, this ordinance requires operators to display a prominent written warning regarding consumer fraud and the irreversible nature of transactions. It also mandates the provision of written receipts and the display of the operator's contact information for customer assistance. •Forest Lake, Minnesota: Effective July 6, 2025, hosting businesses must prominently display a city-provided sign with warnings about kiosk scams. Additionally, the ordinance requires a $2,000 annual registration fee and mandates dedicated closed-circuit camera coverage of the kiosk. This ordinance also requires formal registration, compliance checks, and allows for license revocation. Registration duties are placed on the owner of the commercial space where the kiosk sits. •Grosse Pointe Farms, Michigan: Effective August 5, 2025, this ordinance imposes a $1,000 transaction limit for new customers and caps total transactions at $5,000 during a 14-day "new customer" period. It also requires verbal confirmation for any first-time transaction exceeding $500. •Sterling Heights, Michigan: This ordinance establishes a $1,000 limit for new customers and a $2,000 limit for existing customers. It also requires ID for every transaction, specific on-screen disclosures and warnings, and a city-specific license for each kiosk. Zoning and Registration Restrictions •Albany, Oregon: Passed on July 9, 2025, this ordinance prohibits kiosks within residential zones or within a quarter-mile of schools, public transportation, or senior care facilities Pending Federal Legislation 18 Table of Contents Certain federal agencies and representatives have introduced or have pending legislation regarding cryptocurrency, digital or virtual currency and cryptocurrency kiosks. We cannot be sure of the impact such pending or future legislation might have on our results of operations or financial condition, or the probability that such bills will be entered into law. We continue to monitor the status of pending legislation. FinCEN has issued a notice of proposed rulemaking to see public comments on a proposal to require banks and money service businesses to submit reports, keep records, and verify the identity of customers in relation to transactions involving convertible virtual currency (“CVS”) or digital assets with legal tender status (“LTDA”) held in unhosted wallets (as defined below), or held in wallets hosted in a jurisdiction identified by FinCEN. FinCEN is proposing to adopt these requirements pursuant to the BSA. To effectuate certain of these proposed requirements, FinCEN proposes to prescribe by regulation that CVC and LTDA are “monetary instruments” for purposes of the BSA. However, FinCEN is not proposing to modify the regulatory definition of “monetary instruments” or otherwise alter existing BSA regulatory requirements applicable to “monetary instruments” in FinCEN's regulations, including the existing currency transaction reporting (“CTR”) requirement and the existing transportation of currency or monetary instruments reporting requirement. On February 25, 2025, the Crypto ATM Fraud Prevention Act was introduced by Senator Dick Durbin (D-IL), proposing significant regulatory changes that could materially adversely impact our operations. If enacted, the bill would impose new customer transaction limits, fee caps, refund requirements, and additional compliance measures for cryptocurrency kiosk operators. The bill defines “new customers” as individuals who have signed up within the past 14 days and imposes a transaction limit of $2,000 per day and $10,000 in total transactions during that period. Existing customers would be subject to a $5,000 daily transaction limit. Specifically, operators would be required to issue full refunds for transactions conducted by new customers within the first 14 days of signing up, with refund requests allowed up to 30 days after the transaction. For existing customers, fee refunds would be required if requested within 30 days. The bill also mandates verbal confirmation for transactions exceeding $500, which may introduce operational challenges and increased processing times. We are unable to predict whether or not the proposed legislation will be passed into law (or even if it will be voted upon). Additional regulatory developments Various regulatory authorities continue to evaluate and implement laws, rules and regulations governing a wide variety of issues, including cryptocurrencies, identity theft, account management guidelines, disclosure rules, cybersecurity, marketing, ESG performance, transparency, and reporting, including requirements related to overall corporate ESG disclosures and climate-related financial disclosures which may impact our business. For an additional discussion on the impact of governmental regulation on our business, please see “Risk Factors” included in this Annual Report on Form 10-K. Corporate Information Our principal executive office is located at 8601 Dunwoody Place, Sandy Springs, Georgia 30350, which is where our records are kept and the principal business address for our executive officers. Our mailing address is 2870 Peachtree Road #327, Atlanta, Georgia, 30305 and our telephone number is (678) 435-9604. Our internet website is located at https://bitcoindepot.com. The information on our website is not a part of or incorporated by reference into this Annual Report on Form 10-K. Lux Vending, LLC was incorporated as a Georgia limited liability company on June 7, 2016. On June 30, 2023, Lux Vending, LLC merged with and into Bitcoin Depot Operating LLC, a Delaware limited liability Company, with Bitcoin Depot Operating LLC surviving the merger (the “Merger”).