[Form 4] BTCS Inc. Insider Trading Activity

Rhea-AI Filing Summary

Charles W. Allen, CEO and director of BTCS Inc. (BTCS), reported two open-market stock sales totaling 100,000 shares in mid-August 2025 under a 10b5-1 plan. He sold 50,000 shares on 08/14/2025 at a weighted average price of $4.1347 per share and 50,000 shares on 08/18/2025 at a weighted average price of $4.7727 per share. After the transactions he reported beneficial ownership of 4,579,506 shares, down from 4,629,506 following the first sale. Some reported shares include restricted stock subject to forfeiture if vesting conditions are not met.

The filing discloses the weighted-average price ranges for the trades and affirms the 10b5-1 affirmative defense box was checked, indicating the sales were pursuant to a pre-established plan. The reporting person offered to provide detailed per-transaction pricing on request.

Positive

• Sales executed under a 10b5-1 plan, indicating pre-established trading intent and potential insulator from accusations of opportunistic trading
• Reporting person offers to provide detailed per-transaction pricing, enhancing transparency beyond the weighted-average disclosure

Negative

• Insider disposed of 100,000 shares over two trades, reducing beneficial ownership from 4,629,506 to 4,579,506 shares
• Some remaining shares are restricted and subject to forfeiture if vesting conditions are not met, which could affect actual long-term insider ownership

Insights

Securities Analyst

TL;DR: CEO sold 100,000 shares via a 10b5-1 plan; transactions are routine insider liquidity, not clearly material to company fundamentals.

The reported sales total 100,000 shares executed across two dates at weighted average prices of $4.1347 and $4.7727. The disclosure that sales were made under a 10b5-1 plan suggests the trades were pre-planned rather than opportunistic. The remaining beneficial ownership of approximately 4.58 million shares still represents significant insider exposure. From a market-impact perspective, the trades are modest relative to typical company float sizes for microcap issuers, and there is no accompanying disclosure of company performance or operational changes in this Form 4.

Corporate Governance Expert

TL;DR: Proper procedural steps appear followed, including 10b5-1 disclosure and offer to provide per-trade details if requested.

The form checks the 10b5-1 box and includes explanatory notes about weighted-average price ranges and restricted shares, which increases transparency. The signature block is present and the filer indicates willingness to provide granular pricing data. No departures from expected Form 4 practice are evident, and there are no indications of unusual timing relative to undisclosed material events within this filing.

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

3. Date of Earliest Transaction (Month/Day/Year)
08/14/2025

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	08/14/2025		S		50,000	D	$4.1347(1)	4,629,506(3)	D
Common Stock	08/18/2025		S		50,000	D	$4.7727(2)	4,579,506(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

Explanation of Responses:

1. The price reported in Column 4 is a weighted average price. These securities were sold in multiple transactions ranging from $4.015 to $4.24 inclusive. The reporting person undertakes to provide to BTCS Inc., any security holder of BTCS Inc., or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the ranges set forth in the preceding sentence.

2. The price reported in Column 4 is a weighted average price. These securities were sold in multiple transactions ranging from $4.67 to $4.88 inclusive. The reporting person undertakes to provide to BTCS Inc., any security holder of BTCS Inc., or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the ranges set forth in the preceding sentence.

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

	/s/ Charles Allen	08/18/2025
	** 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

What transactions did BTCS insider Charles W. Allen report on Form 4?

The filing reports two open-market sales of a total of 100,000 shares: 50,000 sold on 08/14/2025 at a weighted average of $4.1347 and 50,000 sold on 08/18/2025 at a weighted average of $4.7727.

Were the BTCS sales part of a Rule 10b5-1 plan?

Yes. The Form 4 has the 10b5-1 plan box checked, indicating the transactions were executed pursuant to a pre-established plan.

How many BTCS shares does Charles W. Allen beneficially own after these transactions?

After the reported sales, the filing shows beneficial ownership of 4,579,506 shares.

Does the Form 4 explain the reported prices?

Yes. Notes state the reported prices are weighted averages and that the trades occurred in multiple transactions within specified price ranges, with an offer to provide per-transaction details upon request.

Are any of the reported BTCS shares restricted?

Yes. The filing notes that the reported total includes restricted common stock that may be forfeited if certain vesting conditions are not met.