Large equity grants to BTCS Inc. (BTCS) CTO in latest Form 4 filing

Rhea-AI Filing Summary

BTCS Inc. reported that its CTO, Benjamin Hunter, received significant equity awards on January 1, 2026. He acquired 54,377 shares of common stock and had 11,962 shares of common stock disposed of under transaction code F, leaving him with 238,775 common shares directly held after that disposition.

Hunter was also granted 1,049,243 restricted stock units, each representing one share of common stock. Of these, 524,625 shares are subject to shareholder approval and are scheduled to vest in equal annual increments over five years starting on January 1, 2027, while 524,618 shares vest only if multiple stock price and market cap thresholds are met. In addition, he received 97,879 stock options with a $2.64 exercise price, which are scheduled to vest on December 31, 2026, subject to continued employment.

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

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

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^*

Hunter Benjamin Henry

(Last) (First) (Middle)

303 W. LANCASTER AVE #336

(Street)

WAYNE PA 19087

(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)

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

3. Date of Earliest Transaction (Month/Day/Year)
01/01/2026

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	01/01/2026		A		54,377	A	(1)	250,737	D
Common Stock	01/01/2026		F		11,962	D	(1)	238,775	D
Common Stock(2)	01/01/2026		A		1,049,243	A	(1)	1,288,018	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)(3)	$2.64	01/01/2026		A		97,879		(4)	12/31/2032	Common Stock	97,879	$0	97,879	D

Explanation of Responses:

1. Not applicable.

2. Represents restricted stock units. Each restricted stock unit represents a contingent right to receive one share of the Issuer's common stock ("Units"). The grant of Units were approved by the Issuer's Board of Directors and exempt from Section 16(b) of the Securities Exchange Act of 1934 by virtue of Rule 16b-3 promulgated thereunder. 524,625 shares are subject to shareholder approval and vest in equal annual increments over a period of five years with the first vesting on January 1, 2027. The remaining 524,618 shares are subject to multiple stock price and market cap vesting thresholds.

3. The grant of Incentive Stock Options were approved by the Issuer's Board of Directors and exempt from Section 16(b) of the Securities Exchange Act of 1934 by virtue of Rule 16b-3 promulgated thereunder.

4. The reported securities vest on December 31, 2026, subject to continued employment with the Issuer on the vesting date.

	/s/ Benjamin Hunter	01/07/2026
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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FAQ

What insider transactions did BTCS CTO Benjamin Hunter report in this Form 4?

On January 1, 2026, BTCS CTO Benjamin Hunter reported acquiring 54,377 shares of common stock, disposing of 11,962 shares under code F, receiving 1,049,243 restricted stock units, and being granted 97,879 stock options with a $2.64 exercise price.

How many BTCS common shares does the CTO hold after the reported Form 4 transactions?

After the January 1, 2026 transactions coded A and F, BTCS CTO Benjamin Hunter directly held 238,775 shares of BTCS common stock from one of the reported lines, and 1,288,018 shares associated with the restricted stock unit grant line.

What are the key vesting terms for the 1,049,243 BTCS restricted stock units granted to the CTO?

The 1,049,243 restricted stock units comprise 524,625 shares that are subject to shareholder approval and vest in equal annual increments over five years starting January 1, 2027, and 524,618 shares that vest only upon achieving multiple stock price and market cap thresholds.

What are the terms of the BTCS stock options granted to the CTO in this filing?

BTCS granted the CTO 97,879 stock options with a $2.64 exercise price. These options are scheduled to vest on December 31, 2026, subject to his continued employment on the vesting date.

Were the BTCS CTO’s equity grants approved under a specific SEC rule exemption?

Yes. The filing states that both the restricted stock unit grants and the Incentive Stock Options were approved by BTCS’s Board of Directors and are exempt from Section 16(b) of the Securities Exchange Act of 1934 by virtue of Rule 16b-3.

What does transaction code F mean in the BTCS CTO’s Form 4?

In this Form 4, transaction code F is associated with the disposition of 11,962 shares of BTCS common stock on January 1, 2026, reducing one reported holding line to 238,775 shares afterward.