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): ~~August~~September 184, 2025

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.)

9466 Georgia Avenue #124, Silver Spring, MD 20910

(Address of Principal Executive Offices, and Zip Code)

(202) 430-6576

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 71.01 ~~Regulation~~Entry FDinto ~~Disclosure~~a Material Definitive Agreement.

On ~~August~~September 184, 2025, the Board of Directors (the “Board”) of BTCS Inc. (the “Company”) ~~announced~~approved ~~the~~a ~~declaration~~share ofrepurchase program (the ~~dividend~~“Repurchase ~~described~~Program”). ~~below~~Under ~~and~~the ~~issued~~Repurchase aProgram, ~~press~~the ~~release relating~~Company is authorized to ~~such~~repurchase ~~events,~~up ato ~~copy~~an aggregate of ~~which~~$50 ismillion ~~attached~~of toits ~~this~~common ~~Form~~stock ~~8-K~~over asa ~~Exhibit~~three-year ~~99.1~~period, ~~and~~subject isto ~~incorporated~~certain ~~herein by reference~~conditions.

~~Item~~The ~~8.01~~Repurchase ~~Other~~Program ~~Events~~permits the Company to repurchase shares of common stock from time to time in the open market, in privately negotiated transactions, or otherwise, in such quantities, at such prices, and in such manner as determined by the Company’s Chief Executive Officer in accordance with the Board’s authorization.

OnRepurchases ~~August~~will 1,be ~~2025,~~conducted ~~the~~in ~~Board~~compliance ofwith ~~Directors~~Rule of10b-18 under the ~~Company~~Securities ~~approved~~Exchange aAct ~~dividend~~ of ~~$0.05~~1934 ~~for each outstanding share of common stock (the “Common Stock”)~~ and ~~Series~~applicable Vstate ~~Preferred~~law. ~~stock (the “Series V”), of the Company~~H.C. ~~The dividend is payable to holders of record~~Wainwright as& ~~of the close of business on September 26~~Co., ~~2025~~LLC ~~(the~~has ~~“Record~~been ~~Date”).~~engaged ~~Shareholders~~as ~~are being provided~~ the ~~option~~sole tobroker ~~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~~implement the ~~Cash~~Repurchase ~~Dividend~~Program.

~~For~~In ~~Common Stock shareholders to receive a Bividend~~addition, ~~the~~as ~~shareholder~~part 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~~Repurchase ~~is as follows~~Program:

● 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.

	●	No repurchases may occur at a price per share greater than the current fair market value of the Company’s crypto assets and cash divided by its outstanding common shares, as determined in good faith by the CEO.
	●	Repurchases may not occur if the purchase price is less than a 25% discount to any limit orders in any 10b5-1 plan of a named executive officer (“NEO”), or within 20 calendar days of any market-based order under any such plan.

~~Shareholders~~The ~~who~~Company ~~initiate~~is ~~the~~not ~~process~~obligated ~~but~~to dorepurchase ~~not~~any ~~complete~~specific ~~all~~number ~~necessary~~of ~~actions~~shares ~~prior~~under tothe ~~Record~~Repurchase ~~Date~~Program, ~~will~~and ~~not~~the betiming ~~eligible~~and toactual ~~receive~~number ~~payment~~ of ~~the~~ ~~Bividend~~shares ~~and~~repurchased will ~~instead~~depend ~~receive~~on a ~~Cash~~variety ~~Dividend~~of factors, including market conditions, trading volume, and other business considerations. The Repurchase Program may be modified, suspended, or discontinued at any time by the Board.

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
Date: September 8, 2025	By:	/s/ Charles W. Allen
	Name:	Charles W. Allen
	Title:	Chief Executive Officer

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