BTCS Inc. Reports Director/Officer Changes & Compensatory Arrangements

TL;DR

BTCS Inc. filed an 8-K detailing leadership changes and executive pay. Keep an eye on who's in and out.

AI Summary

BTCS Inc. filed an 8-K on August 11, 2025, reporting on the departure of directors or certain officers, the election of directors, and the appointment of certain officers. The filing also includes information on compensatory arrangements for certain officers and financial statements and exhibits. The earliest event reported was on August 7, 2025.

Why It Matters

This filing indicates potential shifts in the company's leadership and executive compensation structure, which could impact strategic direction and investor confidence.

Risk Assessment

Risk Level: medium — Changes in directors and officers, along with details on compensatory arrangements, can signal internal shifts that may affect the company's future performance and stability.

Key Players & Entities

• BTCS Inc. (company) — Registrant
• August 7, 2025 (date) — Earliest event reported
• August 11, 2025 (date) — Filing date

FAQ

Key Financial Figures

• $0.001 — nge on which registered Common Stock, $0.001 par value BTCS The Nasdaq Stock Mar
• $75 million — a cash and crypto balance in excess of $75 million for twenty consecutive days, thereby sa
• $4.20 — s, (ii) have an exercise price equal to $4.20 per share, (iii) vest in full on Decemb

Filing Documents

• form8-k.htm (8-K) — 39KB
• 0001493152-25-011802.txt ( ) — 225KB
• btcs-20250807.xsd (EX-101.SCH) — 3KB
• btcs-20250807_def.xml (EX-101.DEF) — 26KB
• btcs-20250807_lab.xml (EX-101.LAB) — 33KB
• btcs-20250807_pre.xml (EX-101.PRE) — 22KB
• form8-k_htm.xml (XML) — 3KB

From the Filing

UNITED SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): August 7, 2025 BTCS INC. (Exact name of registrant as specified in its charter) Nevada 001-40792 90-1096644 (State or Other Jurisdiction of Incorporation) (Commission File Number) (I.R.S. Employer Identification No.) 9466 Georgia Avenue #124 , Silver Spring , MD 20910 (Address of Principal Executive Offices, and Zip Code) (202) 987-8368 Registrant's Telephone Number, Including Area Code Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions: Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) Securities registered pursuant to Section 12(b) of the Act: Title of each class Trading Symbol(s) Name of each exchange on which registered Common Stock, $0.001 par value BTCS The Nasdaq Stock Market (The Nasdaq Capital Market) Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (17 CFR 230.405) or Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR 240.12b-2). Emerging growth company If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers. On August 7, 2025, upon the recommendation of the Compensation Committee, the Board of Directors of BTCS Inc. (the "Company") determined that it had exceeded the highest level tier for the liquidity milestone under its 2025 Annual Performance Incentive Plan, which was previously disclosed in the Company's Current Report on Form 8-K filed on January 2, 2025 (the "January 8-K"). Specifically, the Company maintained a cash and crypto balance in excess of $75 million for twenty consecutive days, thereby satisfying the highest tier (cutoff level being $75 million) of the liquidity milestone. As disclosed in the January 8-K, this liquidity milestone accounts for 25% of each executive officer's target incentive compensation and is designed to reward financial strength and liquidity. In accordance with the plan and consistent with the Company's pay-for-performance philosophy, the Board approved the payment of this performance-based award to all eligible employees in the form of non-qualified stock options under the Company's equity incentive plan. The Company's Chief Executive Officer and Chief Financial Officer were granted 169,232 and 81,613, respectively. These options: (i) have a term of seven years, (ii) have an exercise price equal to $4.20 per share, (iii) vest in full on December 31, 2026, and (iv) are subject to the terms and conditions set forth in the applicable award agreements. Item 9.01 Financial Statements and Exhibits (d) Exhibits. Exhibit No. Description 104 Cover Page Interactive Data File (embedded within the Inline XBRL document) SIGNATURE Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized. BTCS INC. Date: August 11, 2025 By: /s/ Charles W. Allen Name: Charles W. Allen Title: Chief Executive Officer

View Full Filing

View this 8-K filing on SEC EDGAR