BTCS Inc. filed SEC Form 8-K: Regulation FD Disclosure, Other Events, Financial Statements and Exhibits
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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 | |