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Subsequent Events

12 Months Ended

Dec. 31, 2025

Subsequent Events [Abstract]

Subsequent Events

Note 16 - Subsequent Events

The Company evaluates events that have occurred after the balance sheet date but before the financial statements are issued. Based upon the evaluation, the Company did not identify any recognized or non-recognized subsequent events that would have required adjustment or disclosure in the financial statements other than disclosed.

DeFi Borrowing

During the period from January 1, 2026 to March 22, 2026 the Company borrowed an additional $500,000 in stablecoins through Aave, a decentralized finance protocol, using ETH as collateral.

On February 5, 2026, the Company also sold 10,000 ETH, using proceeds to repay approximately $18,700,000 of outstanding principal and approximately $475,000 of accrued interest related to such borrowings.

As of March 22, 2026, the Company had approximately $43,965,000 in outstanding DeFi borrowings, inclusive of accrued interest, collateralized by approximately 49,949 ETH with a fair market value of approximately $103,000,000, based on the ETH closing price of $2,062 on that date.

Borrowings accrue interest at variable rates determined by Aave’s on-chain smart contracts, which adjust dynamically based on protocol liquidity and market demand. ETH collateral posted also accrues variable interest. These rates are published and updated in real-time on the Aave protocol’s website, and the net cost of capital may fluctuate based on protocol-level market conditions.

Appointment of Chief Technology Officer

Effective January 1, 2026, the Board approved the promotion of Benjamin Hunter to Chief Technology Officer of the Company. In connection with his appointment, Mr. Hunter’s annual base salary was set at $350,000. Mr. Hunter is also eligible to participate in the Company’s annual performance incentive program and long-term equity incentive arrangements, as approved by the Board from time to time. The appointment and compensation arrangements were approved by the Board following the recommendation of the Compensation Committee.

Increase in Board Cash Compensation

Effective January 1, 2026, the Board approved an increase in the annual cash compensation payable to each non-employee member of the Board from $25,000 to $50,000. The cash compensation will be paid in four equal quarterly installments of $12,500, subject to continued service on each applicable payment date. No other changes were made to director compensation.

Payment of 2025 Performance Bonuses

On January 1, 2026, the Company issued 398,208 shares of common stock to officers and employees as part of the payment of accrued bonus compensation for the year ended December 31, 2025. The total fair value of the shares issued was approximately $1,051,000 based on the Company’s closing stock price on the issuance date. Of the shares issued, 87,602 shares were returned to net settle the issuance and pay related taxes, resulting in a net share issuance of 310,606 shares of common stock.

In addition to the stock issuance, the Company paid approximately $496,000 in cash bonuses to officers and employees, on January 1, 2026 in settlement of a portion of the performance-based incentive compensation earned for fiscal year 2025 under the terms of the 2025 ACIP. These payments were based on preliminary financial results for fiscal year 2025. Following the finalization of the Company’s financial results for fiscal year 2025, the Company paid an additional approximately $60,000 in cash bonuses to officers and employees in March 2026 as final settlement of amounts earned under the 2025 ACIP.

BTCS Inc.

NOTES TO FINANCIAL STATEMENTS

As part of the payment of accrued bonus compensation for the year ended December 31, 2025, the Company also issued 690,300 options to employees and officers. The options were granted under the Company’s 2021 Equity Incentive Plan. The fair value of the options was estimated at approximately $1,508,000 using the Black-Scholes valuation model with the following assumptions:

Assumption		Value
Exercise Price		$	2.64
Expected Stock Price Volatility			97.2	%
Risk-Free Interest Rate			3.86	%
Expiration Term (Years)			7.00
Dividend Yield			0.00	%

The cash and common stock portions of the 2025 performance bonuses represent compensation for services rendered during the year ended December 31, 2025 and were accrued as of December 31, 2025 in accordance with ASC 710 – Compensation and ASC 718 – Share-Based Compensation.

The stock options granted on January 1, 2026 include a one-year service vesting condition and cliff-vest on December 31, 2026. Accordingly, the options are accounted for as equity-classified awards under ASC 718 and will be recognized as stock-based compensation expense on a straight-line basis over the requisite service period during fiscal year 2026. No compensation expense or accrued liability related to the option awards was recognized during the year ended or as of December 31, 2025.

Approval of 2026 Performance Bonuses

On January 1, 2026, the Board approved the ACIP for fiscal year 2026, increasing the potential bonus range for Executives to be 250% to 375% of base salary. As in prior years, bonuses were contingent on achieving performance milestones established by the Board and payable in cash, incentive stock options, and/or restricted shares of Common Stock, at the sole discretion of the Board, and based on the closing price of the Company’s Common Stock on December 31, 2025.

LTI RSU Issuances (2026)

The Board approved a long-term incentive program for 2026 (the “2026 LTI Program”) that contemplates the issuance of restricted stock units, certain of which are expected to be granted pursuant to the Company’s 2021 Equity Incentive Plan, as described below, and certain of which will be subject to the availability of additional shares under the Plan and any required stockholder approvals.

The 2026 LTI Program is designed to promote long-term value creation, align employee and stockholder interests, and support retention through a multi-year vesting structure tied to continued service and performance-based milestones.

Aggregate RSU Awards and Share Availability

The table below summarizes, on an aggregate basis, the total RSUs approved for issuance under the 2026 LTI Program, the portion expected to be granted under the Plan, and the portion that would be subject to stockholder approval for additional shares.

Participant		Role		Under Plan				Subject to Shareholder Approval				Total
Charles Allen		Chief Executive Officer			1,348,485				1,348,485				2,696,970
Michael Prevoznik		Chief Financial Officer			524,618				524,625				1,049,243
All Other Employees					839,005				839,030				1,678,035
		Total			2,712,108				2,712,140				5,424,248

The actual timing of grants, the allocation between RSUs grantable under the Plan and RSUs subject to stockholder approval, and the number of RSUs ultimately granted to any individual will depend on share availability under the Plan and the receipt of any required stockholder approvals. No shares of common stock underlying the RSUs will be issued until the applicable RSUs have vested, and, with respect to RSUs that are subject to stockholder approval, such approval has been obtained.

BTCS Inc.

NOTES TO FINANCIAL STATEMENTS

Vesting Framework Applicable to 2026 Long-Term Incentive RSUs

RSUs granted under the 2026 LTI Program vest over a five-year period based on a combination of stock price performance, market capitalization performance, and continued service. Each vesting milestone represents a specified percentage of the total RSUs granted to a recipient, with the number of RSUs that vest upon satisfaction of any milestone determined in accordance with the applicable RSU award agreement and the Plan.

Schedule Of Vesting Trigger

Vesting Trigger		Percentage of Award
Stock Price Performance
Closing stock price equals or exceeds $4.50			5	%
Closing stock price equals or exceeds $6.00			5	%
Closing stock price equals or exceeds $7.50			5	%
Closing stock price equals or exceeds $9.00			5	%
Closing stock price equals or exceeds $12.00			5	%

Market Capitalization Performance
Market capitalization equals or exceeds $325 million			5	%
Market capitalization equals or exceeds $400 million			5	%
Market capitalization equals or exceeds $475 million			5	%
Market capitalization equals or exceeds $550 million			5	%
Market capitalization equals or exceeds $625 million			5	%

Continued Service
Continued employment through January 1, 2027			10	%
Continued employment through January 1, 2028			10	%
Continued employment through January 1, 2029			10	%
Continued employment through January 1, 2030			10	%
Continued employment through January 1, 2031			10	%
Total			100	%

Additional Provisions

Stock price performance milestones are achieved when the closing price of the Company’s common stock equals or exceeds the applicable threshold for 20 consecutive calendar days. Market capitalization performance milestones are achieved when the Company’s market capitalization equals or exceeds the applicable threshold for 20 consecutive calendar days, with market capitalization calculated as the number of shares of common stock outstanding on a given day, as reported by the Company’s transfer agent, multiplied by the closing stock price on such day.

The stock price and market capitalization performance thresholds will be equitably adjusted by the Board or the Compensation Committee to reflect any stock split, reverse stock split, stock dividend, recapitalization, reclassification, or similar transaction, in each case in a manner intended to preserve the original economic intent of the awards.

Continued service milestones vest solely based on the recipient’s continued employment with the Company through the applicable vesting date, subject to the terms of the applicable RSU award agreement and the Plan.

All RSUs granted under the 2026 LTI Program are subject to the terms and conditions of the Plan and applicable RSU award agreements, including provisions relating to forfeiture, termination of service, change in control, and clawback, as applicable.

Accelerated Vesting of RSUs and Conversion to Restricted Common Stock

On February 23, 2026, the vesting of 2,590,897 RSUs was accelerated and converted into restricted shares of Common Stock issued to executive officers and employees. The newly issued restricted shares of Common Stock retain their original vesting conditions, including multiple market capitalization and stock price vesting thresholds, as well as time-based vesting schedules, which range from one1 to five years.

Amended and Restated Employment Agreement

Effective March 23, 2026, the Company entered into an Amended and Restated Employment Agreement with Charles W. Allen, the Company’s Chief Executive Officer and Chairman of the Board. The amended agreement supersedes the prior employment agreement originally dated June 22, 2017, as amended.

The amended agreement primarily revises the definition of “Change in Control” to clarify that sales of the Company’s common stock pursuant to the Company’s ATM program do not constitute a change in control event and to adjust certain ownership thresholds used in determining a change in control. These revisions were intended to prevent the unintended triggering of change-in-control provisions under the prior agreement that could otherwise have resulted from routine capital markets activities or changes in board composition.

The amended agreement otherwise continues the Company’s existing executive employment arrangements with Mr. Allen and incorporates prior amendments to the original agreement.