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): March 1327, 2026

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.)

303 W. Lancaster Ave #336, Wayne, PA 19087

(Address of Principal Executive Offices, and Zip Code)

(202) ~~987~~430-~~8368~~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 57.0201 ~~Departure~~Regulation ofFD ~~Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers~~Disclosure.

On March 1327, 2026, ~~upon~~BTCS Inc. (the ~~recommendation~~“Company”) ofissued ~~the~~a ~~Compensation~~press ~~Committee~~release ofannouncing ~~the~~its ~~Board~~financial ofresults ~~Directors~~for (the ~~“Board”)~~year ofended ~~BTCS Inc.~~December ~~(the~~31, ~~“Company”)~~2025, ~~the~~which ~~Board~~is ~~approved~~furnished ~~revisions~~with tothis ~~the~~report ~~Company’s~~as ~~2026~~Exhibit ~~Annual~~99.1. ~~Performance~~Additionally, ~~Incentive~~on ~~Program~~March ~~applicable to~~27, 2026, the Company’s ~~executive~~made ~~officers~~available ~~and~~on ~~employees~~its website (www.btcs.com) an updated corporate presentation, which is furnished with this report as Exhibit 99.2.

~~These~~The ~~revised~~foregoing ~~milestones~~(including ~~replace~~Exhibits 99.1 and 99.2) is being furnished pursuant to Item 7.01 and will not be deemed to be filed for purposes of Section 18 of the ~~performance~~Securities ~~milestones~~and ~~previously~~Exchange ~~disclosed~~Act inof 1934 (the ~~Company’s~~“Exchange ~~Current~~Act”), ~~Report~~or onotherwise ~~Form~~be ~~8-K~~subject ~~filed~~to ~~January~~the liabilities 5of that section, ~~2026~~nor will it be deemed to be incorporated by reference in any filing under the Securities Act of 1933, or the Exchange Act, regardless of any general incorporation language in such filings.

~~Revision~~Item to9.01 ~~2026~~Financial ~~Annual~~Statements ~~Performance~~and ~~Incentive Program~~Exhibits.

The Company’s revised executive and company-wide compensation program for 2026 reflects a continued focus on aligning leadership and employee incentives with measurable performance outcomes, particularly in areas critical to the Company’s operational and financial success. Similar to 2025, executive officers of the Company will not receive any discretionary bonuses in 2026. The following revised performance milestones will serve as the sole determinant of annual incentive compensation in 2026, reflecting the Company’s ongoing emphasis on a results-driven methodology. The revised 2026 annual performance incentive program includes clearly defined milestones weighted toward revenue generation, gross profit, and financial liquidity, as detailed in the table below:

(d)	Exhibits

99.1	Press Release dated March 27, 2026
99.2	Investor Presentation – March 27, 2026
104	Cover Page Interactive Data File (embedded within the Inline XBRL document)

Milestones	Weight			Threshold		Target		Cutoff
Revenue (2026)		25	%	$	15,000,000	$	20,000,000	$	35,000,000
Gross Profit		50	%	$	4,500,000	$	6,000,000	$	10,500,000
Cash & Crypto (any 20 consecutive calendar days in 2026)		25	%	$	276,250,000	$	325,000,000	$	568,750,000

+ Furnished herewith.

The revenue milestone now carries a reduced weight of 25% of each individual’s respective target incentive compensation, down from 75%, underscoring the Company’s prioritization of Gross Profit in 2026.

The new Gross Profit milestone carries a significant weight of 50% of each individual’s respective target incentive compensation.

The cash & crypto liquidity milestone, weighted at 25% of each individual’s respective target incentive compensation, is designed to ensure financial stability and strategic agility.

Payouts for all metrics range from 20% at the threshold level to a maximum of 250% at the cutoff level based on each individual’s respective target incentive compensation. To the extent any payout exceeds an individual’s target amount, the excess will be paid in stock options with a 7-year term that have an exercise price equal to the fair market value of the Company’s common stock at the time of grant and are subject to 1-year vesting from the date of grant, subject to continued employment.

Item 9.01 Financial Statements and Exhibits

(d) Exhibits.

Exhibit No.		Description
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: March 16, 2026	By:	/s/ Charles W. Allen
Date: March 27, 2026	By:	/s/ Charles W. Allen
	Name:	Charles W. Allen
	Title:	Chief Executive Officer

Filing Compare · BTCS Inc.