Ethereum ‘Bividend’ and loyalty ETH payout from BTCS (NASDAQ: BTCS)

Rhea-AI Filing Summary

BTCS Inc. declared a dividend of $0.05 per share for each outstanding share of common stock and Series V preferred stock, payable to holders of record as of the close of business on September 26, 2025. Common stock holders may elect to receive this dividend in cash or in Ethereum, branded as the “Bividend,” while Series V shares are eligible only for cash.

To receive Ethereum, common shareholders must complete an online Opt-In Agreement, provide an Ethereum wallet address, and transfer their shares to Equity Stock Transfer by the Record Date. The Ethereum amount will equal the cash value elected divided by the Ethereum market closing price on the Record Date. BTCS also approved a one-time Loyalty Payment of $0.35 per common share, payable in Ethereum to shareholders who both elect the Ethereum dividend and hold their shares with the transfer agent through January 26, 2026. In addition, on August 15, 2025, the compensation committee confirmed that certain long-term incentive awards vested after the company maintained a market capitalization above $150 million for 30 consecutive days.

Insights

Equity compensation and shareholder distributions analyst

BTCS links a crypto-based dividend and loyalty bonus to shareholding behavior and market cap performance.

BTCS Inc. has structured a $0.05 per share dividend so that common shareholders can choose between cash or Ethereum, while Series V preferred shares receive cash only. The Ethereum payout is calculated by dividing the elected cash amount by Ethereum’s market closing price on September 26, 2025, which ties the crypto amount directly to that day’s valuation.

The company adds a one-time Loyalty Payment of $0.35 per common share, payable in Ethereum, for holders who both elect the Ethereum dividend and keep their shares with the transfer agent through January 26, 2026. This structure encourages direct registration and longer holding periods. Separately, the compensation committee determined on August 15, 2025 that certain long-term incentive awards vested after BTCS maintained a market capitalization above $150 million for 30 consecutive days, linking management compensation to sustained equity valuation levels.

8-K Event Classification

3 items: 7.01, 8.01, 9.01

3 items

Item 7.01 Regulation FD Disclosure Disclosure

Material non-public information disclosed under Regulation Fair Disclosure, often investor presentations or guidance.

Item 8.01 Other Events Other

Voluntary disclosure of events the company deems important to shareholders but not covered by other items.

Item 9.01 Financial Statements and Exhibits Exhibits

Financial statements, pro forma financial information, and exhibit attachments filed with this report.

Understanding 8-K Material Events →

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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 18, 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) 430-6576

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 18, 2025, BTCS Inc. (the “Company”) announced the declaration of the dividend described below and issued a press release relating to such events, a copy of which is attached to this Form 8-K as Exhibit 99.1 and is incorporated herein by reference.

Item 8.01 Other Events

On August 1, 2025, the Board of Directors of the Company approved a dividend of $0.05 for each outstanding share of common stock (the “Common Stock”) and Series V Preferred stock (the “Series V”), of the Company. The dividend is payable to holders of record as of the close of business on September 26, 2025 (the “Record Date”). Shareholders are being provided the option to receive proceeds of their Common Stock dividend payable in either cash (“Cash Dividend”) or Ethereum (“Ethereum Dividend” or “Bividend”). The Series V will only be eligible to receive the Cash Dividend.

For Common Stock shareholders to receive a Bividend, the shareholder must complete the opt-in agreement and transfer their shares to, and have them recorded on, the Company’s transfer agent Equity Stock Transfer (“EST”) prior to the Record Date. Shareholders who do not elect to receive a Bividend will receive a Cash Dividend and no action is required. For those shareholders who wish to receive any portion of their dividend in Ethereum, the process is as follows:

	●	Shareholders must initiate the process of electing to receive their Bividend by navigating to the Bividend website http://bividend.com/ and clicking “GET YOUR BIVIDEND”. They will receive an email with further directions and a link to the Opt-In Agreement which must be completed via DocuSign.
	●	Shareholders must provide a valid and accurate Ethereum Wallet Address as part of the Company’s Opt-In Agreement for the Company to transfer the Bividend.
	●	Shareholders who wish to receive the Bividend must complete the Opt-In Agreement and transfer their shares of BTCS Common Stock from their brokerage firm to EST, by 4pm New York time on the Record Date. This is a requirement so the Company can locate and validate the shareholder’s position in BTCS’ Common Stock and ascertain the Ethereum Wallet Address.
	●	On the Record Date, the number of Ethereum to be distributed to a shareholder’s Ethereum wallet on the dividend payment date is calculated as the dollar value of the Cash Dividend the shareholder elected to receive in Ethereum, divided by the market closing price of Ethereum as reported by Yahoo Finance on the Record Date.

Shareholders who initiate the process but do not complete all necessary actions prior to Record Date, will not be eligible to receive payment of the Bividend and will instead receive a Cash Dividend.

In addition to the ETH Dividend, the Company will also issue a one-time Loyalty Payment of $0.35 per share, exclusively to common stock shareholders who both elect to receive the ETH Dividend and hold their shares with the Company’s transfer agent EST from the Record Date through January 26, 2026 (the “Loyalty Payment”). The Loyalty Payment is payable solely in ETH, is designed to reward long-term shareholders who demonstrate continued support for BTCS’s vision and strategy, and will only be paid to those shareholders who both adhere to the holding period and correctly complete the Opt-In Agreement.

On August 15, 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 $150 million for 30 consecutive days.

Item 9.01 Financial Statements and Exhibits

(d) Exhibits.

Exhibit No.		Exhibit
99.1		Bividend Press Release
99.2		Form of Opt-In Agreement
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 18, 2025	By:	/s/ Charles W. Allen
	Name:	Charles W. Allen
	Title:	Chief Executive Officer

FAQ

What dividend did BTCS (BTCS) declare for its shareholders?

BTCS declared a dividend of $0.05 per share for each outstanding share of common stock and Series V preferred stock, with a record date of September 26, 2025.

How can BTCS common shareholders receive their dividend in Ethereum?

Common shareholders can elect to receive the Ethereum “Bividend” by completing an online Opt-In Agreement via the bividend.com website, providing an Ethereum wallet address, and transferring their BTCS common shares to Equity Stock Transfer by 4 p.m. New York time on the September 26, 2025 record date.

Are BTCS Series V preferred shareholders eligible for the Ethereum Bividend?

No. The filing states that Series V preferred stock is only eligible to receive the cash dividend. Only common stock shareholders can elect to receive their dividend in Ethereum.

How is the BTCS Ethereum Bividend amount calculated?

On the record date, the company calculates the Ethereum amount by dividing the dollar value of the cash dividend elected to be received in Ethereum by the market closing price of Ethereum as reported by Yahoo Finance on that date.

What is the BTCS Loyalty Payment and who qualifies?

BTCS will pay a one-time Loyalty Payment of $0.35 per common share, payable solely in Ethereum, to common shareholders who both elect to receive the Ethereum dividend and hold their shares with Equity Stock Transfer from the record date through January 26, 2026, after correctly completing the Opt-In Agreement.

What market capitalization condition caused certain BTCS long-term incentives to vest?

On August 15, 2025, the compensation committee determined that certain previously granted long-term incentive awards vested because BTCS maintained a market capitalization above $150 million for 30 consecutive days, as required by the award agreements.