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BTCS Inc.

For the period ended Jun 30, 2026. Filed Aug 19, 2026.

View on SEC.gov

About this filing

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.

Jun 30, 2026 · Filed Aug 19, 2026

BTCS$0.93+6.6%Stored close · as of Nov 6, 2026

What changed in Management’s Discussion and Analysis?

Read the current filing

Previous report: 10-Q

Period ended 2026-03-31; filed 2026-05-14.

0001493152-26-023129

Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations

Current report: 10-Q

Period ended 2026-06-30; filed 2026-08-19.

0001493152-26-039249

Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations

The baseline is this issuer’s latest earlier reporting period of the same form that was filed before the current report. A previous 10-Q is a different quarter, not a year-over-year comparison. Amendments are excluded.

Compared 154 previous paragraphs and 157 current paragraphs.

118 unchanged; 29 reworded; 7 added; 5 removed; 2 previous and 3 current paragraphs rearranged.

Tables are not compared: 5 previous and 5 current tables excluded. Dates, whitespace, punctuation and numbering changes are ignored; changes to financial figures remain significant.

A changed paragraph is not evidence that risk increased or decreased. An unchanged paragraph does not establish that risk stayed the same.

Added paragraphs (7)

Current report

Professional fees increased for the 2026 Quarter and the 2026 Period compared to the respective prior year periods, primarily due to higher accounting fees reflecting the onboarding of a new audit firm and elevated annual audit billings. For the 2026 Period, legal fees also increased reflecting the Company’s ongoing operational and compliance activities. These increases were partially offset by lower investor relations costs in both the 2026 Quarter and the 2026 Period.

Current report

Marketing expenses for the 2026 Period decreased compared to the 2025 Period, primarily due to the non-recurrence of significant one-time advertising campaigns in the 2025 Period.

Current report

Cash used in operating activities was approximately $1.3 million for the 2026 Period, compared to approximately $3.2 million for the 2025 Period. The decrease reflects the combined effect of changes in operating assets and liabilities and significant noncash adjustments associated with the Company’s digital-asset-denominated operating model.

Current report

Net cash provided by (used in) investing activities was $0 during the 2026 Period, compared to net cash used in investing activities of approximately $9.4 million in the 2025 Period. The Company had no cash investing activity during the 2026 Period because deployments of digital assets into liquidity pool positions, withdrawals of digital assets from liquidity pool positions, related swaps between ETH and stablecoins undertaken to facilitate such liquidity pool activity, and the disposition of digital assets in exchange for stablecoins were settled in digital assets rather than cash and, accordingly, are excluded from investing activities on the face of the statement of cash flows and are presented within the supplemental disclosure of noncash investing and financing activities.

Current report

The Company had no net cash provided by or used in financing activities during the 2026 Period, compared to net cash provided by financing activities of approximately $11.3 million in the 2025 Period. During the 2026 Period, the Company received approximately $1.0 million of DeFi borrowing proceeds in stablecoins, settled approximately $26.5 million of DeFi borrowing principal through digital assets and stablecoins, and settled the Loyalty Payment described in Note 11 – Dividends and Capital Distributions through a non-cash distribution of approximately $723,000 in ETH to eligible common stockholders. Because these transactions did not involve cash or cash equivalents, they are excluded from financing activities on the face of the statement of cash flows and are presented within the supplemental disclosure of noncash investing and financing activities.

Current report

Cash financing activities during the 2025 Period primarily consisted of approximately $4.1 million of net proceeds from the Company’s at-the-market offering and approximately $7.3 million of net proceeds from the issuance of convertible notes, partially offset by approximately $0.1 million of debt issuance costs.
Removed paragraphs (5)

Previous report

Professional fees for the 2026 Quarter increased compared to the 2025 Quarter, primarily due to higher legal and accounting costs, including an increase in audit fees. The increase reflects higher accounting costs associated with audit and reporting requirements, as well as increased legal expenses related to the Company’s ongoing operations. Professional fees may fluctuate in future periods based on the level of legal activity, regulatory requirements, investor relations opportunities and financial reporting needs.

Previous report

Cash used in operating activities was approximately $1.7 million for the 2026 Quarter, compared to approximately $1.9 million for the 2025 Quarter. The decrease primarily reflects improved operating efficiency during the period, including Imperium DeFi operations, partially offset by the impact of stablecoin flows associated with liquidity pool deployments and other DeFi-related transactions.

Previous report

Net cash provided by investing activities was approximately $18.2 million during the 2026 Quarter, compared to net cash used in investing activities of approximately $34 thousand in the 2025 Quarter. The 2026 activity primarily reflects the sale of approximately $18.2 million of digital assets, primarily ETH, to support liquidity management and capital deployment into DeFi and blockchain infrastructure activities.

Previous report

Net cash used by financing activities was approximately $17.7 million during the 2026 Quarter, compared to net cash provided by financing activities of approximately $0.2 million in the 2025 Quarter. Financing outflows during the 2026 Quarter were primarily driven by:
Reworded paragraphs (29)

Previous wording

The following discussion and analysis of financial condition and results of operations should be read in conjunction with our historical financial statements and the notes to those statements that appear elsewhere in this report. Certain statements in the discussion contain forward-looking statements based upon current expectations that involve risks and uncertainties, such as plans, objectives, expectations and intentions. Actual results and the timing of events could differ materially from those anticipated in these forward-looking statements as a result of a number of factors, including those discussed in the Risk Factors section contained in our Annual Report on Form 10-K for the year ended December 31, 2025. When we refer to the “2026 Quarter” and the “2025 Quarter” we are referring to the three months ended March 31, 2026 and March 31, 2025, respectively.

Current wording

The following discussion and analysis of financial condition and results of operations should be read in conjunction with our historical financial statements and the notes to those statements that appear elsewhere in this report. Certain statements in the discussion contain forward-looking statements based upon current expectations that involve risks and uncertainties, such as plans, objectives, expectations and intentions. Actual results and the timing of events could differ materially from those anticipated in these forward-looking statements as a result of a number of factors, including those discussed in the Risk Factors section contained in our Annual Report on Form 10-K for the year ended December 31, 2025. When we refer to the “2026 Quarter” and the “2025 Quarter” we are referring to the three months ended June 30, 2026 and June 30, 2025, respectively. When we refer to the “2026 Period” and the “2025 Period” we are referring to the six months ended June 30, 2026 and June 30, 2025, respectively.

Previous wording

These activities are closely integrated with the Company’s digital asset holdings, particularly ETH, which is deployed as collateral and liquidity to support both revenue generation.

Current wording

These activities are closely integrated with the Company’s digital asset holdings, particularly ETH, which is deployed as collateral and liquidity to support revenue generation.

Previous wording

BTCS entered 2026 with a strategic focus on decentralized finance activities under Imperium. Management expects continued expansion of Imperium to drive scalable revenue generation and gross profit growth, while ongoing development of blockchain infrastructure operations, including Builder+, is expected to support the Company’s broader strategy.

Current wording

BTCS entered 2026 with a strategic focus on decentralized finance activities under Imperium. Management expects continued expansion of Imperium to drive scalable revenue generation and gross profit growth, while ongoing development of blockchain infrastructure operations around Builder+ is expected to support the Company’s broader strategy.

Previous wording

The Company’s treasury management strategy is designed to balance revenue and profit, liquidity, and risk management. BTCS seeks to maintain sufficient liquidity to support ongoing operations while deploying digital assets, including through DeFi lending and liquidity pool participation, to support scalable revenue generation.

Current wording

The Company’s treasury management strategy is designed to balance revenue generation, profitability, liquidity, and risk management. BTCS seeks to maintain sufficient liquidity to support ongoing operations while deploying digital assets, including through DeFi lending and liquidity pool participation, to support scalable revenue generation.

Previous wording

Blockchain infrastructure revenues decreased compared to the prior period, primarily due to variability in block-building activity and execution-layer rewards, which are influenced by transaction flow, validator participation, and network conditions. Staking rewards under NodeOps also decreased, primarily reflecting the redeployment of digital assets from staking to DeFi activities during the 2026 Quarter.

Current wording

Total revenues for the 2026 Quarter decreased compared to the 2025 Quarter, primarily due to the decrease of Blockchain infrastructure revenues partially offset by an increase in DeFi activities generated through the Company’s Imperium operations. Blockchain infrastructure revenues decreased compared to the prior period, primarily due to variability in block-building activity and execution-layer rewards, which are influenced by transaction flow, validator participation, and network conditions. Staking rewards under NodeOps also decreased, primarily reflecting the redeployment of digital assets from staking to DeFi activities during the 2026 Quarter. DeFi revenues accounted for approximately 61% of total revenues for the 2026 Quarter and reflect the Company’s expanded participation in decentralized finance activities, including decentralized lending (approximately 22% of revenues) and liquidity pool strategies (approximately 39% of revenues), which were not present in the 2025 Quarter.

Previous wording

Cost of revenues for the 2026 Quarter decreased compared to the 2025 Quarter, primarily due to lower validator payments (“Validator Payments”) associated with block-building activities and improved infrastructure efficiencies.

Current wording

Cost of revenues for the 2026 Quarter and 2026 Period decreased compared to the 2025 Quarter and 2025 Period, primarily due to lower validator payments (“Validator Payments”) associated with block-building activities and improved infrastructure efficiencies.

Previous wording

Cost of revenues continues to be primarily driven by validator payments required to secure block inclusion, as well as infrastructure and hosting costs associated with blockchain operations. DeFi-related costs were minimal during the 2026 Quarter.

Current wording

Cost of revenues continues to be primarily driven by Validator Payments required to secure block inclusion, as well as infrastructure and hosting costs associated with blockchain operations. DeFi-related costs were minimal during the 2026 Quarter and 2026 Period.

Previous wording

General and administrative expenses for the 2026 Quarter decreased compared to the 2025 Quarter, primarily due to continued discipline in overall administrative spending. General and administrative expenses may fluctuate in future periods based on operational growth, regulatory requirements, and overall business activity.

Current wording

General and administrative expenses for the 2026 Quarter and 2026 Period decreased compared to the 2025 Quarter and 2025 Period, primarily due to continued discipline in overall administrative spending. General and administrative expenses may fluctuate in future periods based on operational growth, regulatory requirements, and overall business activity.

Previous wording

Research and development expenses for the 2026 Quarter decreased compared to the 2025 Quarter, primarily due to the completion and wind-down of development activities related to ChainQ in 2025 and the transition of certain Builder+ initiatives from development into routine, revenue-generating operations. During the 2026 Quarter, research and development activities were more limited and consisted primarily of feasibility assessments, testing, and evaluation of blockchain infrastructure enhancements and decentralized finance initiatives, resulting in lower overall R&D spending compared to the prior year.

Current wording

Research and development expenses for the 2026 Quarter and 2026 Period decreased compared to the 2025 Quarter and 2025 Period, primarily due to the completion and wind-down of development activities related to ChainQ in 2025 and the transition of Builder+ and related infrastructure initiatives from development into routine, revenue-generating operations, which resulted in a significant reduction in employee salary allocations to R&D. During the 2026 Quarter and 2026 Period, research and development activities were more limited and consisted primarily of feasibility assessments, testing, and evaluation of blockchain infrastructure enhancements and decentralized finance initiatives, resulting in lower overall R&D spending compared to the prior year.

Previous wording

Compensation and related expenses for the 2026 Quarter increased compared to the 2025 Quarter, primarily due to equity-based compensation expense related to amortization of unvested employee stock options and restricted stock units issued during the 2026 Quarter. The Company continues to utilize equity-based compensation as a key component of its total rewards strategy to align employee incentives with long-term shareholder value. Total compensation costs may fluctuate based on headcount changes, the timing of performance-based accruals, and the issuance or forfeiture of equity awards.

Current wording

Compensation and related expenses for the 2026 Quarter and 2026 Period increased compared to the 2025 Quarter and 2025 Period, primarily due to equity-based compensation expense related to amortization of unvested employee stock options and restricted stock units issued during 2026. The Company continues to utilize equity-based compensation as a key component of its total rewards strategy to align employee incentives with long-term shareholder value. Total compensation costs may fluctuate based on headcount changes, the timing of performance-based accruals, and the issuance or forfeiture of equity awards.

Previous wording

Marketing expenses for the 2026 Quarter decreased compared to the 2025 Quarter, primarily reflecting a reduction in marketing and promotional activities during the period. The timing and level of marketing expenditures may vary in future periods based on the Company’s strategic initiatives and market conditions.

Current wording

The timing and level of marketing expenditures may vary in future periods based on the Company’s strategic initiatives and market conditions.

Previous wording

For the 2026 Quarter, the Company recorded an impairment loss on intangible digital assets, including non-fungible tokens (“NFTs”) and tokenized liquidity pool positions. The impairment reflects declines in the estimated fair value of these assets, including changes in the value of underlying digital assets for liquidity pool positions, below their carrying value during the period. These impairment losses are non-cash in nature.

Current wording

For the 2026 Quarter and 2026 Period, the Company recorded an impairment loss on intangible digital assets, including non-fungible tokens (“NFTs”) and tokenized liquidity pool positions. The impairment reflects declines in the estimated fair value of these assets, including changes in the value of underlying digital assets for liquidity pool positions, below their carrying value during the period. These impairment losses are non-cash in nature.

Previous wording

Realized losses on digital assets transactions for the 2026 Quarter increased compared to the 2025 Quarter, primarily due to (i) sales of ETH to manage collateral levels and repay borrowings under DeFi arrangements and (ii) the derecognition of ETH upon deposit into liquidity pool positions.

Current wording

Realized losses on digital assets transactions for the 2026 Quarter and 2026 Period increased compared to the 2025 Quarter and 2026 Period, primarily due to (i) sales of ETH to manage collateral levels and repay borrowings under DeFi arrangements and (ii) the derecognition of ETH upon deposit into liquidity pool positions.

Previous wording

The Company recognized significant unrealized losses in the fair value of its digital asset holdings for the 2026 Quarter compared to the 2025 Quarter. The change was primarily driven by declines in the market prices of Ethereum and other digital assets held and deployed in the Company’s operations during the period, reflecting the inherent volatility of digital asset markets. These fair value adjustments are non-cash in nature but may continue to materially affect the reported fair value of digital assets and impact reported operating results due to the volatility of digital asset markets in future periods.

Current wording

The Company recognized significant unrealized losses in the fair value of its digital asset holdings for the 2026 Quarter and 2026 Period compared to the 2025 Quarter and 2025 Period. The change was primarily driven by declines in the market prices of Ethereum and other digital assets held and deployed in the Company’s operations during the period, reflecting the inherent volatility of digital asset markets. These fair value adjustments are non-cash in nature but may continue to materially affect the reported fair value of digital assets and impact reported operating results due to the volatility of digital asset markets in future periods.

Previous wording

Total operating expenses for the 2026 Quarter increased compared to the 2025 Quarter, primarily driven by realized and unrealized losses on digital assets and higher compensation expense during the period. Operating expenses for the current quarter also included unrealized losses on digital assets, reflecting changes in the fair value of ETH and other digital assets held and deployed in the Company’s operations.

Current wording

Total operating expenses for the 2026 Quarter and 2026 Period increased compared to the 2025 Quarter and 2025 Period, primarily driven by realized and unrealized losses on digital assets and higher compensation expense during the period. Operating expenses for the current quarter also included unrealized losses on digital assets, reflecting changes in the fair value of ETH and other digital assets held and deployed in the Company’s operations.

Previous wording

Interest expense for the 2026 Quarter increased compared to the 2025 Quarter, primarily due to interest accrued on decentralized borrowings through DeFi lending arrangements, as well as interest and amortization expense related to the Company’s May 2025 and July 2025 Senior Secured Convertible Notes (the “Notes”). This includes both cash interest paid and the amortization of debt discount over the term of the Notes.

Current wording

Interest expense for the 2026 Quarter and 2026 Period increased compared to the 2025 Quarter and 2025 Period, primarily due to interest accrued on decentralized borrowings through DeFi lending arrangements, as well as interest and amortization expense related to the Company’s May 2025 and July 2025 Senior Secured Convertible Notes (the “Notes”). This includes both cash interest paid and the amortization of debt discount over the term of the Notes.

Previous wording

The Company did not recognize any gain or loss related to the change in the fair value of warrant liabilities during 2026 Quarter, as the outstanding warrants expired in the current period and are no longer subject to remeasurement. In 2025 Quarter, the Company recognized a non-cash gain of approximately $225,000 related to the change in the fair value of warrant liabilities. The prior period gain was primarily attributable to movements in the Company’s stock price and related volatility. As there are no remaining warrant liabilities, the Company does not expect to recognize further gains or losses related to this item in future periods.

Current wording

The Company did not recognize any gain or loss related to the change in the fair value of warrant liabilities during 2026 Quarter and 2026 Period, as the outstanding warrants expired in the prior period and are no longer subject to remeasurement. In 2025 Quarter and 2025 Period, the Company recognized a non-cash loss of approximately $165,000 and a non-cash gain of approximately $60,000 related to the change in the fair value of warrant liabilities. The prior quarter and period losses was primarily attributable to movements in the Company’s stock price and related volatility. As there are no remaining warrant liabilities, the Company does not expect to recognize further gains or losses related to this item in future periods.

Previous wording

Total other income (expenses) reflected net expense for the 2026 Quarter and net income for the 2025 Quarter. The net expense for the 2026 Quarter was primarily driven by interest expense incurred in connection with DeFi borrowings and outstanding convertible notes. In the comparable 2025 Quarter, total other income was primarily attributable to a non-cash gain related to the change in the fair value of warrant liabilities.

Current wording

Total other income (expenses) reflected a net expense for the 2026 Quarter and 2026 Period compared to the 2025 Quarter and 2025 Period. The net expense for the 2026 Quarter and 2026 Period was primarily driven by interest expense incurred in connection with DeFi borrowings and outstanding convertible notes. In the comparable 2025 Quarter, total other expense was further impacted by a non-cash loss related to the change in the fair value of warrant liabilities. In the comparable 2025 Period, total other income was primarily offset by a non-cash gain related to the change in the fair value of warrant liabilities.

Previous wording

Net loss for the 2026 Quarter increased compared to the 2025 Quarter primarily due to unrealized losses on the fair value of the Company’s digital asset holdings resulting from declines in digital asset market prices during the quarter, as well as realized losses on digital asset transactions, including sales of ETH to manage collateral levels in DeFi borrowing arrangements and the derecognition of ETH upon deposit into liquidity pool positions. These items were primarily non-cash in nature, except for realized losses associated with asset sales.

Current wording

Net loss for the 2026 Quarter and 2026 Period increased compared to the 2025 Quarter net income and 2025 Period net loss. In the 2025 Quarter, the Company reported net income primarily due to unrealized gains on digital assets resulting from favorable market price movements during that period, which were not present in the 2026 Quarter. In the 2026 Quarter and 2026 Period, net loss was primarily driven by unrealized losses on the fair value of the Company’s digital asset holdings resulting from declines in digital asset market prices during the quarter, as well as realized losses on digital asset transactions, including sales of ETH to manage collateral levels in DeFi borrowing arrangements and the derecognition of ETH upon deposit into liquidity pool positions. These items were primarily non-cash in nature, except for realized losses associated with asset sales.

Previous wording

On July 22, 2025, the Company entered into an amendment to its engagement with H.C. Wainwright in connection with a new Form S-3 registration statement filed on July 23, 2025, to register up to $2 billion of securities for future issuance (the “New Registration Statement”). The New Registration Statement was approved by the SEC and declared effective on August 1, 2025. As of the date of this report, the Company had not sold any securities under the New Registration Statement.

Current wording

On July 22, 2025, the Company entered into an amendment to its engagement with H.C. Wainwright in connection with a new Form S-3 registration statement filed on July 23, 2025, to register up to $2 billion of securities for future issuance (the “New Registration Statement”). The New Registration Statement was declared effective on August 1, 2025. As of the date of this report, the Company had not sold any securities under the New Registration Statement.

Previous wording

From September 14, 2021 through May 14, 2026, the Company sold a total of 32,762,523 shares of common stock under the ATM Agreement for aggregate total gross proceeds of approximately $163.6 million at an average selling price of $4.99 per share, resulting in net proceeds of approximately $158.5 million after deducting commissions and other transaction costs.

Current wording

From September 14, 2021 through August 17, 2026, the Company sold a total of 33,361,730 shares of common stock under the ATM Agreement for aggregate total gross proceeds of approximately $164.2 million at an average selling price of $4.92 per share, resulting in net proceeds of approximately $159.1 million after deducting commissions and other transaction costs.

Previous wording

From January 1, 2025 through May 11, 2026, the Company borrowed an aggregate of approximately $123.5 million in stablecoins, primarily USDT and GHO, through Aave, a DeFi lending protocol, using ETH as collateral, and repaid approximately $79.7 million during the same period. These borrowings included transactions executed in connection with on-chain debt refinancing activities. As of May 11, 2026, the Company had approximately $44.3 million in outstanding DeFi borrowings, inclusive of accrued interest, collateralized by approximately 50,128 ETH with an aggregate fair value of $117.3 million, based on the closing price of $2,339 per ETH on that date. Because these borrowings are overcollateralized, declines in the market price of ETH could require the Company to post additional collateral or repay a portion of the borrowings to maintain required collateralization levels under the Aave protocol. Management monitors the collateral value and associated loan health factors on an ongoing basis and may add collateral or reduce borrowings in response to significant market movements.

Current wording

From January 1, 2025 through August 17, 2026, the Company borrowed an aggregate of approximately $130.4 million in stablecoins, primarily USDT and GHO, through Aave, a DeFi lending protocol, using ETH as collateral, and repaid approximately $87.9 million during the same period. These borrowings included transactions executed in connection with on-chain debt refinancing activities. As of August 17, 2026, the Company had approximately $43.0 million in outstanding DeFi borrowings, inclusive of accrued interest, collateralized by approximately 46,525 ETH with an aggregate fair value of $88.7 million, based on the closing price of $1,905 per ETH on that date. Because these borrowings are overcollateralized, declines in the market price of ETH could require the Company to post additional collateral or repay a portion of the borrowings to maintain required collateralization levels under the Aave protocol. Management monitors the collateral value and associated loan health factors on an ongoing basis and may add collateral or reduce borrowings in response to significant market movements.

Previous wording

Borrowings through Aave accrue interest at variable rates determined by Aave’s on-chain smart contracts, which adjust dynamically based on protocol liquidity and market utilization. ETH collateral posted to Aave simultaneously accrues variable interest at rates that fluctuate based on the same market factors. These rates are determined algorithmically by the protocol based on market conditions and are publicly available through on-chain protocol data. As a result, the Company’s net cost of capital may vary depending on prevailing protocol-level conditions. The Company has no control over these rate adjustments and is subject to the risk of significant rate increases. As of May 11, 2026, the Company had outstanding borrowings denominated in USDT and GHO, with variable borrowing rates on the Aave protocol applicable to those borrowings of approximately 3.94% and 3.82% per annum, respectively.

Current wording

Borrowings through Aave accrue interest at variable rates determined by Aave’s on-chain smart contracts, which adjust dynamically based on protocol liquidity and market utilization. ETH collateral posted to Aave simultaneously accrues variable interest at rates that fluctuate based on the same market factors. These rates are determined algorithmically by the protocol based on market conditions and are publicly available through on-chain protocol data. As a result, the Company’s net cost of capital may vary depending on prevailing protocol-level conditions. The Company has no control over these rate adjustments and is subject to the risk of significant rate increases. As of August 17, 2026, the Company had outstanding borrowings denominated in USDT and GHO, with variable borrowing rates on the Aave protocol applicable to those borrowings of approximately 3.81% and 3.82% per annum, respectively.

Previous wording

Liquidity is the ability of a company to generate funds to support its current and future operations, satisfy its obligations, and otherwise operate on an ongoing basis. At March 31, 2026, the Company had approximately $0.3 million of cash and cash equivalents and working capital of approximately $84.1 million.

Current wording

Liquidity is the ability of a company to generate funds to support its current and future operations, satisfy its obligations, and otherwise operate on an ongoing basis. At June 30, 2026, the Company had approximately $0.3 million of cash and cash equivalents and working capital of approximately $45.6 million.

Previous wording

As of May 11, 2026, the Company had approximately $141.5 million of cash, stablecoins, and liquid digital assets (primarily ETH). Because the Company’s liquidity position includes digital assets and DeFi-related balances that are subject to market volatility, protocol-based reward accruals, and borrowing activity, such balances may fluctuate materially over short periods and may differ from balances as of the filing date.

Current wording

As of August 17, 2026, the Company had approximately $113.4 million of cash, stablecoins, and liquid digital assets (primarily ETH). Because the Company’s liquidity position includes digital assets and DeFi-related balances that are subject to market volatility, protocol-based reward accruals, and borrowing activity, such balances may fluctuate materially over short periods and may differ from balances as of the filing date.

Previous wording

As of May 11, 2026, the Company had total debt obligations of approximately $62.1 million, consisting of approximately $44.3 million under its lending arrangement with Aave Protocol and approximately $17.9 million of convertible notes payable. The Company’s DeFi borrowing balances and related collateral values may fluctuate based on borrowing activity, accrued interest, and changes in digital asset market prices.

Current wording

As of August 17, 2026, the Company had total debt obligations of approximately $60.8 million, consisting of approximately $43.0 million of DeFi borrowings on the Aave Protocol and approximately $17.9 million of convertible notes. The Company’s DeFi borrowing balances and related collateral values may fluctuate based on borrowing activity, accrued interest, and changes in digital asset market prices. Of these debt obligations, the $43.0 million of DeFi borrowings on Aave have no fixed maturity date and remain outstanding until repaid or liquidated in accordance with Aave’s protocol terms, and are classified as a current liability on the Company’s balance sheet. The $17.9 million of convertible notes is due within 12 months of the filing date of this report.

Previous wording

We anticipate future financing activity may include additional DeFi borrowings and capital raised through the ATM program or through other financing instruments, as we continue to scale blockchain infrastructure and DeFi operations, enhance liquidity, and support ongoing capital deployment across blockchain infrastructure and DeFi activities.

Current wording

We anticipate future financing activity may include additional DeFi borrowings and capital raised through the ATM program or through other financing instruments, as we continue to scale blockchain infrastructure and DeFi operations, enhance liquidity, and support ongoing capital deployment.

Previous wording

There have been no material changes to our critical accounting policies during the three months ended March 31, 2026. However, the application of these policies continues to involve significant judgment, particularly with respect to (i) the fair value measurement of digital assets, (ii) the classification and liquidity of digital assets deployed in staking and DeFi arrangements, (iii) revenue recognition from blockchain infrastructure and DeFi activities, and (iv) the evaluation of risks associated with collateralized borrowing arrangements.

Current wording

There have been no material changes to our critical accounting policies during the six months ended June 30, 2026. However, the application of these policies continues to involve significant judgment, particularly with respect to (i) the fair value measurement of digital assets, (ii) the classification and liquidity of digital assets deployed in staking and DeFi arrangements, (iii) revenue recognition from blockchain infrastructure and DeFi activities, and (iv) the evaluation of risks associated with collateralized borrowing arrangements.

Previous wording

This report contains forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, and Section 21E of the Securities Exchange Act of 1934. These forward-looking statements are intended to qualify for the safe harbor from liability established by the Private Securities Litigation Reform Act of 1995. Forward-looking statements include, but are not limited to, statements regarding our liquidity, our growth strategy, our ability to generate scalable and efficient revenue, anticipated increases in our revenues and gross margins, our capital allocation and treasury management strategies, the expected performance of our blockchain infrastructure and DeFi operations and our future business plans. Forward-looking statements can be identified by words such as “anticipates,” “intends,” “may,” “potential,” “continues,” “plans,” “seeks,” “believes,” “estimates,” “expects” and similar references to future periods.

Current wording

This report contains forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, and Section 21E of the Securities Exchange Act of 1934. These forward-looking statements are intended to qualify for the safe harbor from liability established by the Private Securities Litigation Reform Act of 1995. Forward-looking statements include, but are not limited to, statements regarding our liquidity, capital resources; digital asset strategy; blockchain infrastructure operations (Builder+); DeFi activities (Imperium); capital allocation; and revenue/gross profit expectations. Forward-looking statements can be identified by words such as “anticipates,” “intends,” “may,” “potential,” “continues,” “plans,” “seeks,” “believes,” “estimates,” “expects” and similar references to future periods.
Rearranged current paragraphs (3)

Current report — wording carried from elsewhere

The following table reflects our operating results for the six months ended June 30, 2026 and 2025:

Current report — wording carried from elsewhere

Total revenues for the 2026 Period increased compared to the 2025 Period, primarily due to a growth in Imperium operations, which more than offset a decline in blockchain infrastructure revenues. DeFi revenues accounted for approximately 55% of total revenues for the 2026 Period and reflect the Company’s expanded participation in decentralized finance activities, including decentralized lending (approximately 24% of revenues) and liquidity pool strategies (approximately 31% of revenues), which were not present in the 2025 Period. Blockchain infrastructure revenues decreased compared to the prior period, primarily due to variability in block-building activity and execution-layer rewards, which are influenced by transaction flow, validator participation, and network conditions. Staking rewards under NodeOps also decreased, primarily reflecting the redeployment of digital assets from staking to DeFi activities during the 2026 Period.

Current report — wording carried from elsewhere

Marketing expenses for the 2026 Quarter increased compared to the 2025 Quarter, primarily reflecting an increase in marketing and promotional activities during the period.
Rearranged previous paragraphs (2)

Previous report — wording carried elsewhere

Total revenues for the 2026 Quarter increased compared to the 2025 Quarter, primarily due to the addition of DeFi revenues generated through the Company’s Imperium operations.

Previous report — wording carried elsewhere

DeFi revenues accounted for approximately 47% of total revenues for the 2026 Quarter and reflect the Company’s expanded participation in decentralized finance activities, including decentralized lending (approximately 25% of revenues) and liquidity pool strategies (approximately 22% of revenues), which were not present in the 2025 Quarter.