[8-K] BTCS Inc. Reports Material Event

Rhea-AI Filing Summary

BTCS Inc. posted an updated investor presentation on its website and furnished that presentation as Exhibit 99.1 to this report. The company clarifies the presentation is furnished, not filed, and therefore is not subject to Section 18 liabilities or incorporation by reference in future filings.

The company’s compensation committee determined that certain previously granted long-term incentive awards vested because the company maintained a market capitalization in excess of $100 million for 30 consecutive days, triggering the awards’ market-cap vesting condition under the applicable agreements.

Positive

• Updated investor presentation furnished (Exhibit 99.1), making current company materials available to investors
• Long-Term Incentive awards vested after satisfying a clear market-cap condition of $100 million for 30 consecutive days

Negative

• None.

Insights

Securities Analyst

TL;DR: Investor presentation furnished and LTIP awards vested after meeting a $100M market-cap hurdle for 30 days.

The filing documents two discrete items: an updated investor presentation made available and furnished as Exhibit 99.1, and a compensation-committee determination that certain long-term incentive awards vested upon satisfaction of a market-capitalization condition. The vesting condition is explicitly defined as maintaining market capitalization above $100 million for 30 consecutive days. These disclosures are procedural and informational; they confirm contractual vesting requirements were met and provide investors access to the updated presentation for further company details.

Compensation/Risk Analyst

TL;DR: Contractual market-cap hurdle satisfied, causing specified LTIP grants to vest per award agreements.

The report states the compensation committee determined the market-capitalization vesting condition was met for certain previously granted awards, leading to vesting under the applicable agreements. The filing does not describe the mechanics of settlement, issuance, or any accounting/tax treatment; it documents the triggering event and directs readers to the award agreements and future disclosures for implementation details.

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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 14, 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 7.01 Regulation FD Disclosure.

On August 14, 2025, BTCS Inc. (the “Company”), a Nevada corporation, made available on its website (www.btcs.com) its updated corporate presentation, which is attached hereto as Exhibit 99.1 and incorporated herein by reference.

The foregoing (including Exhibit 99.1) is being furnished pursuant to Item 7.01 and will not be deemed to be filed for purposes of Section 18 of the Securities and Exchange Act of 1934 (the “Exchange Act”), or otherwise be subject to the liabilities of that section, nor will it be deemed to be incorporated by reference in any filing under the Securities Act of 1933, or the Exchange Act, regardless of any general incorporation language in such filings.

Item 8.01 Other Events.

On August 7, 2025, the Company’s compensation committee determined that the market capitalization vesting condition for certain previously granted Long-Term Incentive awards had been satisfied. Under the applicable award agreements, the grants vested upon the Company maintaining a market capitalization in excess of $100 million for 30 consecutive days.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits.

Exhibit No.		Description
99.1		Investor Presentation+
104		Cover Page Interactive Data File (embedded within the Inline XBRL document)

+ Furnished herewith.

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 14, 2025	By:	/s/ Charles W. Allen
	Name:	Charles W. Allen
	Title:	Chief Executive Officer

FAQ

What did BTCS (BTCS) disclose in this Form 8-K?

The company furnished an updated investor presentation (Exhibit 99.1) and disclosed that certain long-term incentive awards vested after meeting a market-capitalization condition.

What was the market-capitalization vesting condition for the LTIP awards?

The awards vested upon the company maintaining a market capitalization in excess of $100 million for 30 consecutive days, per the applicable award agreements.

Is the investor presentation filed with the SEC?

No. The investor presentation is furnished as Exhibit 99.1 and the filing states it is not deemed to be filed for Section 18 purposes nor incorporated by reference.

Does the filing describe how vested awards will be settled or issued?

No. The filing states the awards vested under the award agreements but does not describe settlement mechanics, issuance of securities, or accounting impacts.

What ticker and exchange are associated with BTCS according to the filing?

The company’s common stock trades under the ticker BTCS on The Nasdaq Stock Market (Nasdaq Capital Market).