BTCS sets $50M share repurchase over three years

BTCS Inc. disclosed that its Board approved a new share repurchase program authorizing the company to buy back up to $50 million of its common stock over a three-year period.

Rhea-AI Filing Summary

BTCS Inc. disclosed that its Board approved a new share repurchase program authorizing the company to buy back up to $50 million of its common stock over a three-year period. Repurchases may be made from time to time in the open market, through privately negotiated transactions, or otherwise, as determined by the CEO under the Board’s authorization.

All repurchases will follow Rule 10b-18 and applicable state law, with H.C. Wainwright & Co., LLC engaged as the sole broker. The program includes pricing limits: no repurchases may occur above the current fair market value of BTCS’s crypto assets and cash divided by outstanding common shares, and repurchases are restricted in relation to named executive officers’ 10b5-1 trading plans. The company is not obligated to repurchase any particular number of shares, and the Board may modify, suspend, or discontinue the program at any time.

Insights

Equity Capital Allocation Analyst

BTCS sets a $50M share buyback with strict pricing and timing limits.

BTCS Inc. has authorized a share repurchase program of up to $50 million in common stock over three years. Repurchases can occur via open-market purchases, privately negotiated deals, or other methods, all at the CEO’s discretion within Board-approved parameters and in accordance with Rule 10b-18.

The program’s structure ties repurchase prices to the fair market value of the company’s crypto assets and cash per share, creating a valuation-based ceiling. It also restricts buybacks around named executive officers’ 10b5-1 plan activity, which may limit repurchases during certain trading windows.

H.C. Wainwright & Co., LLC will act as the sole broker, but the company is not obligated to repurchase any specific number of shares. Actual impact will depend on how much of the $50 million authorization is used and on future market conditions over the three-year term.

8-K Event Classification

2 items: 1.01, 9.01

2 items

Item 1.01 Entry into a Material Definitive Agreement Business

The company signed a significant contract such as a merger agreement, credit facility, or major partnership.

Item 9.01 Financial Statements and Exhibits Exhibits

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

FAQ

AI-generated questions and answers. How Rhea-AI works. Not financial advice.

What did BTCS (BTCS) announce in this 8-K filing?

BTCS Inc. reported that its Board approved a share repurchase program authorizing the company to buy back up to $50 million of its common stock over a three-year period, subject to specified conditions.

How large is BTCS’s new share repurchase authorization?

The program authorizes BTCS Inc. to repurchase up to an aggregate of $50 million of its common stock over a three-year period.

What methods can BTCS use to repurchase its common stock?

BTCS may repurchase shares in the open market, in privately negotiated transactions, or otherwise, in such quantities, at such prices, and in such manner as determined by the CEO under the Board’s authorization.

What pricing limits apply to BTCS’s share repurchases?

No repurchases may occur at a price per share greater than the current fair market value of BTCS’s crypto assets and cash divided by its outstanding common shares, as determined in good faith by the CEO.

How does the repurchase program interact with named executive officers’ 10b5-1 plans at BTCS?

Repurchases may not occur if the purchase price is less than a 25% discount to any limit orders in any 10b5-1 plan of a named executive officer, or within 20 calendar days of any market-based order under any such plan.

Is BTCS required to buy back a specific number of shares under this program?

No. BTCS is not obligated to repurchase any specific number of shares. The timing and actual amount of repurchases will depend on market conditions, trading volume, and other business considerations, and the Board may modify, suspend, or discontinue the program at any time.

Who is the broker for BTCS’s share repurchase program?

BTCS has engaged H.C. Wainwright & Co., LLC as the sole broker to implement the share repurchase program.

AI-generated analysis. How Rhea-AI works. Not financial advice.

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Accepted by SEC EDGAR 09/08/2025 - 08:00 AM Learn about SEC filing dates

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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): September 4, 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 1.01 Entry into a Material Definitive Agreement.

On September 4, 2025, the Board of Directors (the “Board”) of BTCS Inc. (the “Company”) approved a share repurchase program (the “Repurchase Program”). Under the Repurchase Program, the Company is authorized to repurchase up to an aggregate of $50 million of its common stock over a three-year period, subject to certain conditions.

The Repurchase Program permits the Company to repurchase shares of common stock from time to time in the open market, in privately negotiated transactions, or otherwise, in such quantities, at such prices, and in such manner as determined by the Company’s Chief Executive Officer in accordance with the Board’s authorization.

Repurchases will be conducted in compliance with Rule 10b-18 under the Securities Exchange Act of 1934 and applicable state law. H.C. Wainwright & Co., LLC has been engaged as the sole broker to implement the Repurchase Program.

In addition, as part of the Repurchase Program:

	●	No repurchases may occur at a price per share greater than the current fair market value of the Company’s crypto assets and cash divided by its outstanding common shares, as determined in good faith by the CEO.
	●	Repurchases may not occur if the purchase price is less than a 25% discount to any limit orders in any 10b5-1 plan of a named executive officer (“NEO”), or within 20 calendar days of any market-based order under any such plan.

The Company is not obligated to repurchase any specific number of shares under the Repurchase Program, and the timing and actual number of shares repurchased will depend on a variety of factors, including market conditions, trading volume, and other business considerations. The Repurchase Program may be modified, suspended, or discontinued at any time by the Board.

Item 9.01 Financial Statements and Exhibits

(d) Exhibits.

Exhibit No.		Exhibit
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: September 8, 2025	By:	/s/ Charles W. Allen
	Name:	Charles W. Allen
	Title:	Chief Executive Officer