The Series A Preferred Stock have similar economic rights to the Class A common stock and management considers them to be in substance common shares for earnings per share (“EPS”) purposes. As a result, the weighted average Series A Preferred Stock outstanding during the period was included in the calculation of weighted average common stock outstanding. No other classes of shares with economic rights were outstanding during the period, and therefore, EPS was not presented for such classes. The Public and Private Warrants along with the BitAccess options were considered in diluted EPS under the treasury stock method, if dilutive. The Class E common stock represents earnout arrangements that are contingently issuable into Class A common stock, and are only considered in the calculation of EPS once the stock price milestones have been achieved. The non-controlling interest was considered in diluted EPS under the if-converted method, if dilutive.

The share-based compensation expense related to Class A shares has been attributed entirely to Bitcoin Depot Inc. for purposes of the net income (loss) per share calculation within the Consolidated Statements of Income. Additionally, for purposes of the net income (loss) per share calculation, because such amounts pertain to compensation expense that do not affect the net assets of BT HoldCo

available for liquidation, they are not further attributed to the non-controlling interest holders under the HLBV method described in Note 11.

Management determined that EPS for periods prior to the Merger was not considered meaningful due to the complexities of determining the weighted average stock outstanding as a result of the recapitalization. Accordingly, the computation of loss per share and weighted average common stock outstanding has only been presented for the period from the date of transaction close through June 30, 2025, as follows:


	Three Months Ended June 30,					Six Months Ended June 30,
	2025		2024			2025		2024
Numerator:
Net income (loss) attributable to Bitcoin Depot Inc. - basic and diluted	$	6,070	$	(2,561	)	$	10,264	$	(4,099	)
Denominator:
Weighted average common stock outstanding - basic and diluted		37,541,637		19,432,011			29,406,538		18,016,761
Net income (loss) per share - Bitcoin Depot Inc.	$	0.16	$	(0.13	)	$	0.35	$	(0.23	)

The following securities were not included in the computation of diluted shares outstanding because the effect would be anti-dilutive or issuance of such shares is contingent upon the satisfaction of certain conditions which were not satisfied by the end of the period:


	June 30, 2025		December 31, 2024
PubCo Warrants - Public and Private		43,848,750		43,848,750
PubCo Class E Common Stock - Earnouts Units		—		1,075,761
BT OpCo Exchangeable Non-Controlling Interest(1) (2)		—		44,093,024
BT OpCo Earnouts Units(1)		15,000,000		15,000,000
2023 Incentive Plan RSU awards		2,652,452		1,624,687

(1)

Held at BT Assets and exchangeable into Class A common stock of the Company or cash upon the occurrence of certain conditions.

(2)

Held at BT Assets and can be exchanged into Class A common stock of the Company.