[8-K] BTCS Inc. Reports Material Event

Rhea-AI Filing Summary

BTCS Inc. reported that on August 7, 2025 its board determined the company exceeded the highest-tier liquidity milestone under the 2025 Annual Performance Incentive Plan by maintaining a combined cash and crypto balance in excess of $75 million for twenty consecutive days. That liquidity milestone represents 25% of each executive officer's target incentive compensation and is intended to reward financial strength and liquidity.

In line with the plan, the board approved performance-based awards in the form of non-qualified stock options. The Chief Executive Officer received 169,232 options and the Chief Financial Officer received 81,613 options. The options have a seven-year term, an exercise price of $4.20 per share, and vest in full on December 31, 2026. The report was signed by CEO Charles W. Allen on August 11, 2025.

Positive

• Liquidity milestone achieved: Company maintained combined cash and crypto balance > $75 million for twenty consecutive days.
• Pay-for-performance alignment: The liquidity milestone accounts for 25% of each executive officer's target incentive, and awards were granted under the disclosed plan.
• Clear award terms disclosed: Grants are non-qualified stock options with a 7-year term, $4.20 exercise price, and full vesting on December 31, 2026.

Negative

• Large option grants: CEO received 169,232 options and CFO 81,613, which will increase potential outstanding shares if exercised.
• Concentrated executive benefit: A material portion of incentive compensation (25%) was settled via equity to executives rather than cash, diluting existing shareholders if options are exercised.

Insights

Compensation Analyst

TL;DR: Executives were paid under a disclosed plan after a clear liquidity milestone, aligning incentives with cash and crypto strength.

The awards follow a pre-established performance measure tying 25% of target incentive to liquidity. Granting 169,232 options to the CEO and 81,613 to the CFO is a material compensation event that rewards meeting the highest-tier requirement of maintaining >$75 million for twenty days. The option terms—seven-year term, $4.20 exercise price, and full vesting on December 31, 2026—are straightforward and consistent with performance-based equity awards. From a compensation design perspective, the action reinforces pay-for-performance but will be meaningful to shareholders only when combined with share count and future stock performance.

Corporate Governance Expert

TL;DR: The board acted under an existing plan and disclosed the material terms and trigger; this is a routine governance outcome.

The board's determination and the detailed disclosure of award mechanics reflect adherence to governance and disclosure norms. The filing cites a previously disclosed plan and the specific liquidity threshold, and it provides grant sizes and full grant terms. While the grants are material as executive compensation events, the filing contains no indication of board conflicts, discretionary deviations from the plan, or additional amendments. The transparent reporting of the milestone and awards supports governance accountability.

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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): August 7, 2025

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.)

9466 Georgia Avenue #124, Silver Spring, MD 20910

(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 August 7, 2025, upon the recommendation of the Compensation Committee, the Board of Directors of BTCS Inc. (the “Company”) determined that it had exceeded the highest level tier for the liquidity milestone under its 2025 Annual Performance Incentive Plan, which was previously disclosed in the Company’s Current Report on Form 8-K filed on January 2, 2025 (the “January 8-K”).

Specifically, the Company maintained a cash and crypto balance in excess of $75 million for twenty consecutive days, thereby satisfying the highest tier (cutoff level being $75 million) of the liquidity milestone. As disclosed in the January 8-K, this liquidity milestone accounts for 25% of each executive officer’s target incentive compensation and is designed to reward financial strength and liquidity.

In accordance with the plan and consistent with the Company’s pay-for-performance philosophy, the Board approved the payment of this performance-based award to all eligible employees in the form of non-qualified stock options under the Company’s equity incentive plan. The Company’s Chief Executive Officer and Chief Financial Officer were granted 169,232 and 81,613, respectively. These options: (i) have a term of seven years, (ii) have an exercise price equal to $4.20 per share, (iii) vest in full on December 31, 2026, and (iv) are subject to the terms and conditions set forth in the applicable award agreements.

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: August 11, 2025	By:	/s/ Charles W. Allen
	Name:	Charles W. Allen
	Title:	Chief Executive Officer

FAQ

What liquidity milestone did BTCS (BTCS) achieve?

BTCS maintained a combined cash and crypto balance in excess of $75 million for twenty consecutive days, satisfying the highest-tier liquidity milestone.

How much of executive target compensation does the liquidity milestone represent?

The liquidity milestone accounts for 25% of each executive officer's target incentive compensation under the 2025 Annual Performance Incentive Plan.

What awards were granted to BTCS executives and what are the terms?

The CEO was granted 169,232 non-qualified stock options and the CFO 81,613. The options have a 7-year term, $4.20 exercise price, and vest in full on December 31, 2026.

When did BTCS report this event and who signed the filing?

The report references the event date of August 7, 2025 and was signed on behalf of BTCS by Charles W. Allen, Chief Executive Officer, on August 11, 2025.

Were the awards discretionary or part of a pre-established plan?

The awards were approved in accordance with the company's 2025 Annual Performance Incentive Plan and consistent with previously disclosed terms in the January 2025 filing.