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UNITED
STATES
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): March 13, 2026
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.) |
303
W. Lancaster Ave #336, Wayne, PA 19087
(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
March 13, 2026, upon the recommendation of the Compensation Committee of the Board of Directors (the “Board”) of BTCS Inc.
(the “Company”), the Board approved revisions to the Company’s 2026 Annual Performance Incentive Program applicable
to the Company’s executive officers and employees.
These
revised milestones replace the performance milestones previously disclosed in the Company’s Current Report on Form 8-K filed January
5, 2026.
Revision
to 2026 Annual Performance Incentive Program
The
Company’s revised executive and company-wide compensation program for 2026 reflects a continued focus on aligning leadership and
employee incentives with measurable performance outcomes, particularly in areas critical to the Company’s operational and financial
success. Similar to 2025, executive officers of the Company will not receive any discretionary bonuses in 2026. The following revised
performance milestones will serve as the sole determinant of annual incentive compensation in 2026, reflecting the Company’s ongoing
emphasis on a results-driven methodology. The revised 2026 annual performance incentive program includes clearly defined milestones weighted
toward revenue generation, gross profit, and financial liquidity, as detailed in the table below:
| Milestones | |
Weight | | |
Threshold | | |
Target | | |
Cutoff | |
| Revenue (2026) | |
| 25 | % | |
$ | 15,000,000 | | |
$ | 20,000,000 | | |
$ | 35,000,000 | |
| Gross Profit | |
| 50 | % | |
$ | 4,500,000 | | |
$ | 6,000,000 | | |
$ | 10,500,000 | |
| Cash & Crypto (any 20 consecutive calendar days in 2026) | |
| 25 | % | |
$ | 276,250,000 | | |
$ | 325,000,000 | | |
$ | 568,750,000 | |
The
revenue milestone now carries a reduced weight of 25% of each individual’s respective target incentive compensation, down from
75%, underscoring the Company’s prioritization of Gross Profit in 2026.
The
new Gross Profit milestone carries a significant weight of 50% of each individual’s respective target incentive compensation.
The
cash & crypto liquidity milestone, weighted at 25% of each individual’s respective target incentive compensation, is designed
to ensure financial stability and strategic agility.
Payouts
for all metrics range from 20% at the threshold level to a maximum of 250% at the cutoff level based on each individual’s respective
target incentive compensation. To the extent any payout exceeds an individual’s target amount, the excess will be paid in stock
options with a 7-year term that have an exercise price equal to the fair market value of the Company’s common stock at the time
of grant and are subject to 1-year vesting from the date of grant, subject to continued employment.
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:
March 16, 2026 |
By: |
/s/
Charles W. Allen |
| |
Name:
|
Charles
W. Allen |
| |
Title: |
Chief
Executive Officer |
