[144] BTCS Inc. SEC Filing

Rhea-AI Filing Summary

BTCS Inc. (BTCS) – Form 144 filing: Director/officer Michal Handerhan has filed to sell up to 400,000 common shares through Maxim Group on or after 18 Jul 2025. At the filing’s stated aggregate market value of $4.0 million, the implied price is roughly $10.00 per share. BTCS has 21.1 million shares outstanding, so the proposed sale represents about 1.9 % of total shares.

The filer has been an active seller: over the past three months he disposed of 350,000 shares for gross proceeds of $1.65 million at an average price near $4.73. Combining past and proposed transactions brings potential insider sales to 750,000 shares (≈3.6 % of shares outstanding) within a four-month window.

While Form 144 is only a notice of intent and not a guarantee of execution, the volume and cadence of sales by an insider may influence market sentiment, signalling either portfolio diversification or reduced confidence in near-term share performance.

Positive

• None.

Negative

• Insider overhang: Proposed sale of 400,000 shares (≈1.9 % OS) after 350,000 shares already sold in prior 3 months.
• Signal risk: Continuous selling by a key executive may be interpreted as reduced confidence in BTCS’s near-term prospects.
• Potential price pressure: Additional supply could weigh on the thinly traded micro-cap stock.

Insights

Sell-Side Equity Analyst

TL;DR: Insider plans another 400k-share sale (1.9 % of OS) after unloading 350k; sentiment headwind.

The continued disposition by Co-founder Michal Handerhan is material given BTCS’s micro-cap status. Aggregate proposed and recent sales approach 3.6 % of outstanding shares, increasing effective free float and potentially pressuring the stock. Although Form 144 does not force execution, repeated filings often translate into actual trades, especially when accompanied by prior completed sales. No operational data accompany this notice, so investors must weigh dilution risk against fundamental outlook. I view the filing as a modest negative signal of insider confidence and near-term supply overhang.

Corporate Governance Specialist

TL;DR: Pattern of sizable insider sales raises governance and alignment questions.

Handerhan’s transactions exceed typical diversification thresholds for small issuers. Rapid sequential sales could suggest a misalignment between management and minority shareholders, especially absent offsetting insider buys. Investors should monitor forthcoming 10-Q/8-K filings for any undisclosed developments that might explain the timing. Impact: negatively skewed market perception but not catastrophic unless followed by further insider exits or weak fundamentals.

Form 144 Filer Information	UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 144 NOTICE OF PROPOSED SALE OF SECURITIES PURSUANT TO RULE 144 UNDER THE SECURITIES ACT OF 1933
FORM 144

144: Filer Information

Filer CIK
Filer CCC
Is this a LIVE or TEST Filing?	LIVE TEST
Submission Contact Information
Name
Phone
E-Mail Address

144: Issuer Information

Name of Issuer

SEC File Number

Address of Issuer

Phone

Name of Person for Whose Account the Securities are To Be Sold

See the definition of "person" in paragraph (a) of Rule 144. Information is to be given not only as to the person for whose account the securities are to be sold but also as to all other persons included in that definition. In addition, information shall be given as to sales by all persons whose sales are required by paragraph (e) of Rule 144 to be aggregated with sales for the account of the person filing this notice.

Relationship to Issuer

144: Securities Information

Title of the Class of Securities To Be Sold	Name and Address of the Broker	Number of Shares or Other Units To Be Sold	Aggregate Market Value	Number of Shares or Other Units Outstanding	Approximate Date of Sale	Name the Securities Exchange
Common Stock	Maxim Group 300 Park Ave 16th Floor New York NY 10022	400000	4000000.00	21095390	07/18/2025	NASDAQ

Furnish the following information with respect to the acquisition of the securities to be sold and with respect to the payment of all or any part of the purchase price or other consideration therefor:

144: Securities To Be Sold

Title of the Class	Date you Acquired	Nature of Acquisition Transaction	Name of Person from Whom Acquired	Is this a Gift?	Date Donor Acquired	Amount of Securities Acquired	Date of Payment	Nature of Payment *
Common Stock	01/01/2021	Owned Shares	Issuer			400000	07/18/2025	Cash

* If the securities were purchased and full payment therefor was not made in cash at the time of purchase, explain in the table or in a note thereto the nature of the consideration given. If the consideration consisted of any note or other obligation, or if payment was made in installments describe the arrangement and state when the note or other obligation was discharged in full or the last installment paid.

Furnish the following information as to all securities of the issuer sold during the past 3 months by the person for whose account the securities are to be sold.

144: Securities Sold During The Past 3 Months

Name and Address of Seller	Title of Securities Sold	Date of Sale	Amount of Securities Sold	Gross Proceeds
MICHAL HANDERHAN 9466 GEORGIA AVENUE #124 SILVER SPRING MD 20910	Common Stock	05/09/2025	150000	450000.00
MICHAL HANDERHAN 9466 GEORGIA AVENUE #124 SILVER SPRING MD 20910	Common Stock	07/08/2025	87221	527285.00
MICHAL HANDERHAN 9466 GEORGIA AVENUE #124, SILVER SPRING MD 20910	Common Stock	07/16/2025	112779	677091.00

144: Remarks and Signature

Remarks

Date of Notice

Date of Plan Adoption or Giving of Instruction, If Relying on Rule 10b5-1

ATTENTION:

The person for whose account the securities to which this notice relates are to be sold hereby represents by signing this notice that he does not know any material adverse information in regard to the current and prospective operations of the Issuer of the securities to be sold which has not been publicly disclosed. If such person has adopted a written trading plan or given trading instructions to satisfy Rule 10b5-1 under the Exchange Act, by signing the form and indicating the date that the plan was adopted or the instruction given, that person makes such representation as of the plan adoption or instruction date.

Signature

ATTENTION: Intentional misstatements or omission of facts constitute Federal Criminal Violations (See 18 U.S.C. 1001)

FAQ

How many BTCS shares is insider Michal Handerhan proposing to sell?

400,000 common shares according to the Form 144.

What percentage of BTCS’s outstanding shares does the proposed sale represent?

Approximately 1.9 % of the 21.1 million shares outstanding.

When can the sale under this Form 144 begin?

The approximate sale date listed is 18 July 2025.

How many BTCS shares has the insider sold in the last three months?

Handerhan already sold 350,000 shares between May 9 and July 16 2025.

Does a Form 144 guarantee the insider will sell the shares?

No. Form 144 is a notice of intent; the filer may choose not to execute the sale.