[144] BTCS Inc. SEC Filing

Rhea-AI Filing Summary

UBS AG is offering $375,000 of unsubordinated, unsecured Trigger Autocallable Contingent Yield Notes linked to Marvell Technology, Inc. (MRVL) common stock. The notes are issued at $10 each, settle on 10-Jul-2025, and mature on 10-Jan-2028 unless called earlier. Investors receive a contingent monthly coupon of 23.84% p.a. ($0.1987 per note) only when MRVL’s closing price on the relevant observation date is at or above the Coupon Barrier of $52.52 (73 % of the initial level).

• Automatic call: If MRVL closes at or above the Initial Level of $71.95 on any monthly observation date (other than the final valuation date), UBS redeems the notes at par plus the coupon, ending further payments.
• Principal at risk: If not called, full principal is repaid only when the Final Level on 6-Jan-2028 is at or above the Downside Threshold of $46.77 (65 % of the initial level). Otherwise, repayment equals $10 × (1 + Underlying Return), exposing investors to the full downside of MRVL below the threshold.
• Estimated initial value: $9.79, below the $10 issue price, reflecting dealer discount (1.75 %), hedging and issuance costs.
• Liquidity & credit: Notes are not exchange-listed; secondary market making is discretionary. All payments depend on UBS AG’s credit; FINMA resolution powers could impose write-downs or conversion to equity.

Key dates include 31 monthly observation dates beginning 7-Aug-2025. Minimum purchase is 100 notes ($1,000). The product suits investors seeking high contingent income, willing to accept equity-like downside, illiquidity, and issuer credit risk.

Positive

• High contingent coupon of 23.84 % per annum offers above-market income when the underlying stays above the 73 % barrier.
• Monthly automatic call feature could shorten duration and enhance annualised return if MRVL trades at or above the initial level.
• Contingent principal protection repays full par if MRVL remains above the 65 % downside threshold at maturity.

Negative

• Full downside participation below the 65 % threshold exposes investors to substantial capital loss, potentially 100 %.
• Unsecured UBS credit risk; payments depend on issuer solvency and are subject to Swiss resolution powers.
• No market listing and limited liquidity may force investors to sell at significant discounts before maturity.
• Issue price exceeds estimated value ($10 vs $9.79), embedding costs and reducing secondary-market valuations.
• Investors forego MRVL dividends and upside appreciation, limiting total return to contingent coupons.

Insights

Structured-Products Analyst

TL;DR: High 23.84 % coupon compensates for significant equity and credit risk; structure is typical, impact limited.

The note’s economics are standard for trigger autocallables: a rich headline coupon offset by a 65 % barrier and unsecured exposure to UBS. The estimated value (97.9 % of par) implies an up-front cost of 21 bps after dealer spread, reasonable for retail distribution. Automatic call frequency (monthly) makes average life short if MRVL trades sideways or higher, limiting coupon accrual. Conversely, a 35 % sell-off without recovery triggers principal loss, and investors miss any upside above par. Given the small $375k issuance, market impact on UBS or MRVL is negligible. Overall risk/return is neutral: attractive for yield-seeking investors cognizant of downside, but not a material event for broader markets.

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	200000	560000.00	21095390	07/08/2025	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			750000	07/08/2025	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

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

What is the coupon rate on UBS’s Trigger Autocallable Notes linked to MRVL?

The notes pay a contingent coupon of 23.84 % per annum ($0.1987 per $10 note) when MRVL closes at or above $52.52 on an observation date.

When can the MRVL-linked notes be automatically called?

UBS will call the notes on any monthly observation date before maturity if MRVL’s closing price is ≥ $71.95, the initial level.

How much principal protection do investors have?

Principal is fully repaid only if, at maturity, MRVL is ≥ $46.77 (65 % of the initial level). Below that, losses mirror MRVL’s decline.

What is the estimated initial value versus the issue price?

UBS estimates the notes’ initial value at $9.79 compared with the $10 issue price, reflecting fees and hedging costs.

Are the notes listed on an exchange?

No. The notes will not be listed; any secondary trading depends on UBS Securities LLC making a market.

What is the minimum investment size?

Investors must purchase at least 100 notes, equivalent to a $1,000 notional investment.