BTCS Inc.
For the period ended Apr 15, 2026. Filed Apr 15, 2026.
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What shareholders are asked to vote on at a company's meeting. It is where to find what directors and top executives are paid, and who owns the most shares.
Apr 15, 2026 · Filed Apr 15, 2026
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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 14A
Proxy Statement Pursuant to Section 14(a) of the Securities
Exchange Act of 1934 (Amendment No. ___)
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303 W. LANCASTER AVENUE, NO. 336
WAYNE, PENNSYLVANIA, 19087
NOTICE OF 2026 ANNUAL MEETING OF STOCKHOLDERS
TO BE HELD ON JUNE 8, 2026
To The Stockholders of BTCS Inc.:
We are pleased to invite you to attend our 2026 Annual Meeting of Stockholders (the “Annual Meeting”), which will be held virtually at 10:00 a.m. Eastern Time on June 8, 2026. The Annual Meeting is being held:
| 1. | To elect three members to BTCS’ Board of Directors. |
| 2. | To ratify the appointment of Forvis Mazars, LLP, our independent registered public accounting firm, for fiscal year 2026. |
| 3. | To approve an amendment to increase the number of shares of common stock authorized for issuance under the BTCS Inc. 2021 Equity Incentive Plan, as amended (the “2021 Plan”). |
| 4. | To approve an amendment to the 2021 Plan to permit shares tendered for payment of option exercises or withheld for tax obligations and shares related to stock-settled awards to again be available for future grants under the 2021 Plan (the “Plan Share Utilization Amendment”). |
| 5. | To approve an amendment to the 2021 Plan to add an evergreen provision that automatically increases the shares available for issuance under the 2021 Plan by 2.5% of the outstanding shares of common stock on the last day of the immediately preceding fiscal year (the “Evergreen Amendment”). |
| 6. | To approve an adjournment of the Annual Meeting to a later date or time, if necessary, to permit further solicitation and vote of proxies if there are not sufficient votes at the time of the Annual Meeting to approve any of the proposals presented for a vote at the Annual Meeting. |
| 7. | To transact such other business as may properly come before the Annual Meeting or any adjournment or postponement thereof. |
Our Board of Directors has fixed the close of business on April 13, 2026, as the record date (the “Record Date”) for a determination of the stockholders entitled to notice of, and to vote at, the Annual Meeting or any adjournment or postponement thereof.
You may attend the Annual Meeting by calling 877-407-3088 (Toll Free) or +1-877-407-3088 (International). There is no physical location for the Annual Meeting.
Your vote is important. Please vote your proxy promptly to ensure your shares are properly represented, even if you plan to attend the virtual Annual Meeting. You can vote on the Internet, by telephone, by using the enclosed proxy card, or during the virtual Annual Meeting. If you vote prior to the meeting, you may still attend and change your vote during the meeting if you wish.
By order of the Board of Directors:
/s/ Charles Allen
Charles Allen
Chief Executive Officer
Dated: April 15, 2026
Important Notice Regarding the Availability of Proxy Materials for the Annual Meeting of Stockholders to Be Held on June 8, 2026:
This Notice, Proxy Statement and 2025 Annual Report on Form 10-K are available at: www.BTCS.vote
If You Plan to Attend
Registration will begin at 9:30 a.m. Eastern Time. Shares can be voted at the virtual meeting only if the holder is present virtually or by valid proxy.
For admission to the virtual meeting, each shareholder will need to access the meeting using their control number found on their proxy card or voting instruction form. The control number will serve as verification of stock ownership as of the record date.
Whether or not you plan on attending the virtual meeting, please vote your shares via the Internet, by phone or by signing and dating the enclosed proxy and returning it in the postage-paid envelope provided. Your vote is very important.
TABLE OF CONTENTS
| Page no | |
|---|---|
| Questions and Answers Regarding the Annual Meeting | 5 |
| Proposal 1. Election of Directors | 10 |
| Executive Officers | 11 |
| Corporate Governance | 12 |
| Proposal 2. Ratification of the Appointment of our Independent Registered Public Accounting Firm for Fiscal Year 2026 | 16 |
| Proposal 3. Increase in Shares Available under 2021 Equity Incentive Plan | 18 |
| Proposal 4. Share Utilization Amendment to the 2021 Equity Incentive Plan | 24 |
| Proposal 5. Evergreen Amendment | 25 |
| Proposal 6. Adjournment | 26 |
| Executive Compensation | 27 |
| Security Ownership of Certain Beneficial Owners and Management | 32 |
| Director Compensation | 34 |
| Other Matters | 35 |
| Annex A. 2021 Equity Incentive Plan | A-1 |
| Annex B. Amendment to the BTCS Inc. 2021 Equity Incentive Plan – Increase in Authorized Amendment | B-1 |
| Annex C. Amendment to the BTCS Inc. 2021 Equity Incentive Plan – Plan Share Utilization Amendment | C-1 |
| Annex D. Amendment to the BTCS Inc. 2021 Equity Incentive Plan – Evergreen Amendment | D-1 |
303 W. LANCASTER AVENUE, NO. 336
WAYNE, PENNSYLVANIA, 19087
(202) 430-6576
2026 Annual Meeting of Stockholders
Proxy Statement
The text of this filing, as the company filed it with the SEC, without its images or exhibits. This is not investment advice.