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BTCS Inc.

For the period ended Sep 30, 2025. Filed Nov 13, 2025.

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A company's report for each of its first three quarters. The financial statements are not audited. It shows how the business has moved since the last annual report, and what management says changed.

Sep 30, 2025 · Filed Nov 13, 2025

BTCS$0.96+3.8%Stored close · as of Nov 9, 2026

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Item 5. Other Information

Transition of Roles for the Company’s Chief Operating Officer

On August 13, 2025, Michal Handerhan, the Company’s Chief Operating Officer and a member of the Board, transitioned from his position as Chief Operating Officer to the role of Operations Specialist. Mr. Handerhan and the Company have mutually agreed to terminate his employment agreement and RSU agreement. Mr. Handerhan’s annual cash compensation will remain at $300,000 through September 30, 2026. The transition is part of the Company’s realignment in light of recent growth and was not the result of any disagreement with the Company on any matter relating to its operations, policies, or practices.

On November 13, 2025, Michal Handerhan resigned from the Board of Directors (Board), effective immediately. Mr. Handerhan will continue to be employed as the Company’s Operations Specialist and has been appointed by the Board to serve as a board observer. Mr. Handerhan’s resignation did not result from any disagreement with the Company on any matter relating to the Company’s operations, policies, or practices.

10b5-1 Plans

On August 20, 2025, Michal Handerhan, our former Chief Operating Officer (who transitioned to Operations Specialist on August 13, 2025), terminated a trading plan previously adopted on October 22, 2024 pursuant to Rule 10b5-1 under the Exchange Act. Mr. Handerhan elected to terminate the plan after determining that his shares in the Company may qualify as “Qualified Small Business Stock” under Section 1202 of the Internal Revenue Code, which provides for an exclusion from federal capital gains tax for eligible shares held for more than five years. The plan, which became effective on March 5, 2025, had provided for the potential sale of up to 750,000 shares of the Company’s common stock, subject to its terms and conditions.

On August 27, 2025, Charles Allen, our Chief Executive Officer, terminated a trading plan previously adopted on November 17, 2024 pursuant to Rule 10b5-1 under the Exchange Act (a “Rule 10b5-1 trading plan”), in accordance with the Company’s insider trading policies and procedures. Mr. Allen elected to terminate the plan after determining that his shares in the Company may qualify as “Qualified Small Business Stock” under Section 1202 of the Internal Revenue Code, which provides for an exclusion from federal capital gains tax for eligible shares held for more than five years. The plan, which became effective on February 18, 2025, had provided for the potential sale of up to 1.75 million shares of the Company’s common stock, subject to its terms and conditions.

No other officers, as defined in Rule 16a-1(f), or directors adopted orterminated a “Rule 10b5-1 trading arrangement” or a “non-Rule 10b5-1 trading arrangement,” as defined in Regulation S-K Item 408, during the last fiscal quarter.

Investor Communications via X (formerly Twitter)

The Company uses the following X (formerly Twitter) accounts, @Charles_BTCS and @NasdaqBTCS, as supplemental channels for communicating with the public about the Company. These social media channels will not be used to announce material information that has not been previously disclosed through official SEC filings or press releases. Investors should rely on our official SEC filings and press releases for material information. The Company encourages investors, the media, and others interested in the Company to follow these accounts in addition to monitoring the Company’s filings with the SEC, press releases, and its website at www.btcs.com for information about the Company. The content on our website and social media accounts is not incorporated by reference herein.

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The text of this filing, as the company filed it with the SEC, without its images or exhibits. This is not investment advice.