[Form 4] BTCS Inc. Insider Trading Activity

Rhea-AI Filing Summary

Form 4 Overview – BTCS Inc. (BTCS)

Chief Operating Officer and Director Michal Handerhan reported two insider transactions dated 8-9 July 2025.

• 8 Jul 2025 – Sale: Disposed of 87,221 common shares at a $6.04 weighted-average price under a Rule 10b5-1 trading plan.
• 9 Jul 2025 – Option exercise (cashless): Exercised 350,000 stock options at $1.90 per share. To cover the exercise cost, BTCS withheld 112,521 shares; the insider received 237,479 newly issued shares.

Resulting ownership: Holdings increased from 1,516,881 to 1,754,360 shares, a net gain of ≈237 k shares (+15.7%).

Key context

• The option block vested between 2022 and achievement of stock-price milestones; it expires 1 Jan 2026.
• The 87 k-share sale was executed within a 10b5-1 plan at prices ranging $6.00–$6.11.
• Shares acquired via option exercise are subject to vesting conditions for restricted stock noted in footnote 2.

Investor takeaway: Although there was a modest open-market sale, the insider’s net position increased materially, signalling continued exposure to BTCS’s equity upside. The cashless exercise introduces ~237 k new shares to the float, a minor dilutive effect relative to BTCS’s outstanding shares.

Positive

• Net increase of 237,479 shares in insider’s beneficial ownership, signalling confidence.
• Option exercise priced at $1.90 versus recent sale prices above $6, indicating substantial in-the-money value captured.

Negative

• 87,221 shares sold on the open market, suggesting partial profit-taking.
• Exercise adds ~237 k new shares to the float, introducing minor dilution.

Insights

Financial Analyst

TL;DR: Insider sold 87 k shares but gained 237 k via option exercise; net holdings up 16%, impact neutral–slightly positive.

The filing combines a modest disposition with a larger cashless option exercise. On the bearish side, the market sale indicates limited profit-taking at ~3× the option strike, and the 237 k new shares are dilutive. However, the executive’s total stake rose to 1.75 m shares, demonstrating longer-term alignment. Because the exercise was close to option expiry (2026) and under a 10b5-1 plan, the transactions look scheduled rather than opportunistic. From a valuation lens, the share count increase is immaterial (<1% of BTCS’s basic shares), while the insider’s larger ownership could reassure investors. Overall impact is neutral with a slight positive bias.

SEC Form 4

FORM 4

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

OMB APPROVAL

OMB Number:			3235-0287
Estimated average burden
hours per response:			0.5

Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

X

Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.

1. Name and Address of Reporting Person^*

Allen Charles W

(Last) (First) (Middle)

9466 GEORGIA AVENUE #124

(Street)

SILVER SPRING MD 20910

(City) (State) (Zip)

2. Issuer Name and Ticker or Trading Symbol
BTCS Inc. [ BTCS ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

X	Director	X	10% Owner
X	Officer (give title below)		Other (specify below)
	CEO

3. Date of Earliest Transaction (Month/Day/Year)
07/09/2025

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
			Code	V	Amount	(A) or (D)	Price
Common Stock	07/09/2025		M(1)		508,884(2)	A	$1.9	4,679,506(3)	D

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares
Stock Options (Right to Buy)	$1.9	07/09/2025		M			750,000	(4)	01/01/2026	Common Stock	750,000	(5)	0	D

Explanation of Responses:

1. On July 9, 2025, the reporting person exercised options to purchase 750,000 shares of the issuer's common stock at an exercise price of $1.90 per share. The reporting person paid the exercise price on a cashless basis, resulting in the issuer withholding 241,116 of the option shares to pay the exercise price and issuing to the reporting person the remaining shares.

2. Represents shares of common stock acquired upon exercise of 750,000 stock options with an exercise price of $1.90 per share. The number of shares issued was calculated by multiplying the number of options exercised by the preceding day's closing stock price of $5.91 to determine the total stock value, then subtracting the aggregate exercise price, and dividing the result by the same closing price.

3. Includes shares of restricted common stock subject to forfeiture if certain vesting conditions are not met.

4. The stock options vested as follows: 300,000 options vested on January 1, 2022, and the remaining options vested based upon certain performance milestones involving the issuer's stock price.

5. Not applicable.

	/s/ Charles Allen	07/10/2025
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.

FAQ

How many BTCS shares did the COO sell on 8 July 2025?

He sold 87,221 shares at a weighted-average price of $6.04.

What was the size of the option exercise reported by BTCS insider Michal Handerhan?

He exercised 350,000 options at $1.90 per share on 9 July 2025 via a cashless method.

How many BTCS shares does the insider own after these transactions?

Post-transactions, his beneficial ownership stands at 1,754,360 shares.

Was the BTCS share sale executed under a 10b5-1 trading plan?

Yes. The 87,221-share sale was conducted under a Rule 10b5-1 plan.

Do the new shares from the option exercise increase BTCS’s share count?

Yes, the cashless exercise issues 237,479 new shares, a minor dilutive effect relative to total shares outstanding.