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Dividends and Capital Distributions | 12 Months Ended
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Dec. 31, 2025
Dividends and Capital Distributions | Note 11 – Dividends and Capital Distributions Dividends Declared and Paid On August 1, 2025, the Board approved, and on August 18, 2025 the Company announced, a special dividend of $0.05 per share (the “Bividend”), payable to stockholders of record as of the close of business on September 26, 2025. Holders of the Company’s common stock may elect to receive the Bividend in either cash or ETH, while holders of the Company’s Series V Preferred Stock are entitled to receive the Bividend solely in cash. The total dividend declared was approximately $3,176,000, paid in October 2025 through aggregate cash payments of approximately $2,680,000 and distributions of approximately 123 ETH to stockholders who elected ETH. Any difference between the fair value of ETH measured on the record date and the settlement date related to the Bividend was recognized in the statements of operations as a loss on settlement of dividend payable. BTCS Inc. NOTES TO FINANCIAL STATEMENTS Convertible Notes Eligible for Capital Distributions – Contingent Liability As of December 31, 2025, the Company had outstanding convertible notes that provide holders the right, upon any subsequent conversion of such notes, to participate in dividends or other distributions on the Company’s common stock declared during the period the notes are outstanding, to the same extent as if the notes had been converted immediately prior to the record date of such distribution. As of December 31, 2025, there were 2,107,757 shares of common stock underlying the outstanding convertible notes that would be entitled to the dividend payments if converted in accordance with the note terms, representing a potential contingent distribution totaling approximately $105,000. Because the obligation to deliver such distributions is contingent upon future conversions, no liability has been recorded as of December 31, 2025, in accordance with ASC 450-20, Contingencies. Loyalty Payment – Contingent Liability In addition, the Board authorized a one-time loyalty payment of $0.35 per share (the “Loyalty Payment”), payable solely in ETH. The Loyalty Payment is available only to holders of common stock of record on September 26, 2025 who (i) completed the required ETH Opt-In and (ii) maintained their shares at the Company’s transfer agent through January 26, 2026. Holders of Series V Preferred Stock, as well as the Company’s officers, employees, and directors, were not eligible for the Loyalty Payment. As of December 31, 2025, approximately 3,844,190 shares of common stock had completed the opt-in process and remained eligible for the Loyalty Payment. Because eligibility was contingent upon continued ownership through January 26, 2026, no liability was recorded as of December 31, 2025, in accordance with ASC 450-20. In February 2026, following confirmation of eligible shares, the Company settled the Loyalty Payment through the distribution of approximately 329 ETH, with an aggregate fair value of approximately $723,000 at the time of distribution. For both the Bividend and the Loyalty Payment, the number of ETH per share was fixed based on the ETH/USD exchange rate as of the September 26, 2025 record date.

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- Definition The entire disclosure for distribution of assets, liabilities and stockholders' equity. + References Reference 1: http://www.xbrl.org/2003/role/disclosureRef -Name Regulation S-K (SK) -Number 229 -Section 1402 -Paragraph b -Publisher SEC Reference 2: http://www.xbrl.org/2003/role/disclosureRef -Name Regulation S-K (SK) -Number 229 -Section 1402 -Paragraph b -Subparagraph (Instruction 4) -Publisher SEC Reference 3: http://www.xbrl.org/2003/role/disclosureRef -Name Regulation S-K (SK) -Number 229 -Section 1402 -Paragraph b -Subparagraph (Instruction 1) -Publisher SEC Reference 4: http://www.xbrl.org/2003/role/disclosureRef -Name Regulation S-K (SK) -Number 229 -Section 1402 -Publisher SEC + Details
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