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 18, 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 7.01 Regulation FD Disclosure.
On August 18, 2025, BTCS Inc. (the “Company”) announced the declaration of the dividend described below and issued a press release relating to such events, a copy of which is attached to this Form 8-K as Exhibit 99.1 and is incorporated herein by reference.
Item 8.01 Other Events
On August 1, 2025, the Board of Directors of the Company approved a dividend of $0.05 for each outstanding share of common stock (the “Common Stock”) and Series V Preferred stock (the “Series V”), of the Company. The dividend is payable to holders of record as of the close of business on September 26, 2025 (the “Record Date”). Shareholders are being provided the option to 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 the Cash Dividend.
For Common Stock shareholders to receive a Bividend, the shareholder 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 is as follows:
| ● | 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. |
Shareholders who initiate the process but do not complete all necessary actions prior to Record Date, will not be eligible to receive payment of the Bividend and will instead receive a Cash Dividend.
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 |
| Name: | Charles W. Allen | |
| Title: | Chief Executive Officer | |
Exhibit 99.1

BTCS Offers Shareholders a $0.05 per share “Bividend” – a Blockchain Dividend Payable in Ethereum
Offers shareholders an additional $0.35 per share Ethereum Loyalty Payment for moving shares to Book Entry
Silver Spring, MD – (Globe Newswire – August 18, 2025) – BTCS Inc. (Nasdaq: BTCS) (“BTCS” or the “Company”), a blockchain technology-focused company, short for Blockchain Technology Consensus Solutions, today announced that it is paying shareholders a one-time blockchain dividend, or “Bividend” of $0.05 per share in Ethereum (ETH). The Bividend marks the first time a public company has paid a dividend in ETH.
BTCS is also offering a one-time $0.35 per share loyalty payment, payable solely in ETH, to shareholders who move their shares to book entry with the Company’s transfer agent and keep them there for at least 120 days, which should reduce the ability of shares to be lent for short-selling purposes. Together, the Bividend and loyalty payment total $0.40 per share in ETH for eligible shareholders. Officers, directors, and employees of the Company, as well as Series V Preferred holders, are not eligible for the $0.35 per share loyalty payment.
“We are paying the Bividend and loyalty payment to thank our long-term shareholders and empower them to take control of and protect their investment,” said Charles Allen, CEO of BTCS. “By moving to book entry, our shareholders receive a tangible benefit and prevent their shares from being lent to short sellers, protecting against market manipulation and forcing institutional short sellers to either cover or call in existing short positions.”
“Right now, short sellers are betting against BTCS because they expect us to sell a significant number of shares to raise capital,” said Allen. “As the largest shareholder of BTCS, let me be perfectly clear: my goal is to grow our market cap primarily through share price appreciation, not toxic dilution. I have and will continue to aggressively protect our company and our shareholders from institutions that short our stock to profit at your expense.”
BTCS intends to pay the $0.05 per share ETH Bividend based on ETH’s price on the record date. Investors who do not elect to receive the ETH Bividend will receive a cash dividend of $0.05 per share.
As of August 15, 2025, BTCS stock closed at $4.41 per share, despite holding approximately $6.65 per share in cash and digital assets, illustrating the compelling value proposition for our shareholders. This underscores the disconnect between our share price and the intrinsic value of our underlying assets and operating business, making it an appropriate time to reward shareholders with this distribution.
Shareholders should consult their tax advisors regarding the tax implications of receiving this distribution and the loyalty payment.
“We have a history of rewarding our shareholders for their loyalty: in addition to paying a Bividend in Bitcoin in 2022, we are the first public company in the world to pay a Bividend in Ethereum,” said Allen. “This is a moment we have long anticipated since our February 2015 purchase of bividend.com.”
How can shareholders participate in the Bividend?
To receive the Bividend in ETH, prior to the record date, BTCS shareholders must: (1) complete the opt-in form available through bividend.com, and (2) transfer their shares to our transfer agent, Equity Stock Transfer, by following the provided instructions. Any shareholder who does not opt-in to receive their Ethereum Bividend will automatically receive the dividend in USD.
BTCS has set a record date of September 26, 2025, allowing ample time for shareholders to complete the opt-in process and move their shares before the record date.
The Bividend, and the equivalent cash dividend, will be paid as soon as possible after the record date.
How can shareholders receive the loyalty payment?
In addition to the Bividend, BTCS will issue a one-time loyalty payment of $0.35 per share to Common Stock shareholders who hold their shares with the Company’s transfer agent from September 26, 2025, through January 26, 2026. Shareholders need to complete the opt-in form and transfer their shares to our transfer agent, Equity Stock Transfer, to receive the loyalty payment.
Payable solely in ETH, the loyalty payment is designed to reward long-term shareholders who demonstrate continued support for BTCS’s vision and strategy and potentially limit predatory short-selling practices.
The loyalty payment will be paid as soon as possible after January 26, 2026.
Full details are outlined on bividend.com and disclosed in a Form 8-K filed with the Securities and Exchange Commission on August 18, 2025. Series V Preferred shareholders will also receive a $0.05 cash dividend and are not eligible for the loyalty payment.
CEO Charles Allen recently published a thought leadership piece entitled “Why Fake Shares and Forced Lending Must Be Outlawed” that can be found here.
About BTCS:
BTCS Inc. (“BTCS” or the “Company”), short for Blockchain Technology Consensus Solutions, is a U.S.-based Ethereum-first blockchain technology company committed to driving scalable revenue and ETH accumulation through its hallmark strategy, the DeFi/TradFi Accretion Flywheel, an integrated approach to capital formation and blockchain infrastructure. By combining decentralized finance (“DeFi”) and traditional finance (“TradFi”) mechanisms with its blockchain infrastructure operations, comprising NodeOps (staking) and Builder+ (block building), BTCS offers one of the most sophisticated opportunities for leveraged ETH exposure, driven by scalable revenue generation and a yield-focused ETH accumulation strategy. Discover how BTCS offers operational and financial leveraged exposure to Ethereum through the public markets at www.btcs.com.
Cautionary Note Regarding Forward-Looking Statements
Certain statements in this press release constitute “forward-looking statements” within Section 27A of the Securities Act of 1933 and Section 21E of the Securities Exchange Act of 1934 including statements regarding our ability to successfully implement and pay the Bividend and loyalty payment, growth in our market cap and appreciation in stock price. Words such as “may,” “might,” “will,” “should,” “believe,” “expect,” “anticipate,” “estimate,” “continue,” “predict,” “forecast,” “project,” “plan,” “intend” or similar expressions, or statements regarding intent, belief, or current expectations, are forward-looking statements. While the Company believes these forward-looking statements are reasonable, undue reliance should not be placed on any such forward-looking statements, which are based on information available to us on the date of this release. These forward-looking statements are based upon assumptions and are subject to various risks and uncertainties, regulatory issues, unanticipated issues on Nasdaq with respect to implementing the Bividend or issues implementing the loyalty payment, as well as risks set forth in the Company’s filings with the Securities and Exchange Commission including its Form 10-K for the year ended December 31, 2024 which was filed on March 20, 2025. Thus, actual results could be materially different. The Company expressly disclaims any obligation to update or alter statements, whether as a result of new information, future events or otherwise, except as required by law.
For more information follow us on:
X: https://x.com/NasdaqBTCS
LinkedIn: https://www.linkedin.com/company/nasdaq-btcs
Facebook: https://www.facebook.com/NasdaqBTCS
Investor Relations:
Charles Allen – CEO
X: @Charles_BTCS
Email: ir@btcs.com
Exhibit 99.2
Form of BTCS INC. Opt-In Agreement
The undersigned (I) understands that BTCS Inc. (“Company”) has declared a special one-time return of capital cash dividend of $0.05 per share (the “Cash Dividend”) for each shareholder of the Company on September 26, 2025 (the “Record Date”). This Agreement documents my irrevocable election (“Election”) to convert my Cash Dividend applicable to the number of shares set forth below into Ethereum (“ETH Dividend”) in lieu of the Cash Dividend and waive my right to the Cash Dividend. The number of ETH to be distributed shall be calculated as the dollar value of the Cash Dividend the shareholder elected to receive in ETH, divided by the market closing price of ETH as reported by Yahoo Finance on the Record Date, net of any fees described herein. Provided further, if a closing ETH price is not reported by Yahoo Finance, then the Company shall have the discretion to use an alternative source for the price of ETH. I have read the Current Report on Form 8-K (“8-K”) filed with the Securities and Exchange Commission on August 18, 2025 and understand the process to obtain the ETH Dividend. I hereby acknowledge that if my Company shares are not transferred to and recorded on the books and records of the Company’s Transfer Agent, Equity Stock Transfer (“EST”), as opposed to being held with my broker or other intermediary (“Broker”), by 4 p.m. Eastern Time on the Record Date, I will lose my right to the ETH Dividend and will instead receive the Cash Dividend.
In addition to the ETH Dividend, the Company will issue a one-time Loyalty Payment of $0.35 per share of common stock (the “Loyalty Payment”), exclusively to record holders of common stock who successfully elect to receive the ETH Dividend and maintain their shares in record name with EST from the Record Date through January 26, 2026. The Loyalty Payment, which is payable solely in ETH will only be paid to those shareholders who both adhere to the holding period and complete this form with accurate information. The number of ETH to be distributed shall be calculated as the dollar value of the Loyalty Payment, divided by the market closing price of ETH as reported by Yahoo Finance on the Record Date, net of any fees described herein. Provided further, if a closing ETH price is not reported by Yahoo Finance, then the Company shall have the discretion to use an alternative source for the price of ETH.
The Company will pay a one-time Transfer Agent fee per shareholder for shares that are transferred in as well as for shares that are transferred out in connection with the ETH Dividend. The Company is not responsible for any Ethereum gas fees charged by the Network. The undersigned acknowledges that the amount of ETH received may be less than anticipated as a result of Ethereum Network gas fees. The undersigned also acknowledges that the date they will receive the ETH (the “Payment Date”) will be as soon as reasonably practicable after the Record Date and the Company will not be responsible for any decrease in the value of ETH during this period. The undersigned acknowledges that they have read the risk factors below.
By signing below,
I hereby acknowledge:
| (i) | that the process to move shares from a brokerage (or other intermediary) account to the Transfer Agent may be time-consuming and therefore I shall reach out to my Broker immediately to start the process. | |
| (ii) | any fees charged by my Broker will be my responsibility. | |
| (iii) | Failure to provide a valid wallet address or providing an inaccurate wallet address will result in me losing my rights under such payment. |
I hereby represent that:
| (i) | the information below is accurate and I understand that any failure to timely move my shares to the books and records of the Company’s Transfer Agent or provide accurate information will result in the Election and Loyalty Payment being voided. | |
| (ii) | I have read this entire Agreement and understand the risks (which, in part, are described below under “Risk Factors”) and terms of this Agreement. |
| Name or entity name your shares are registered under: | ___________________________________________________ |
| If entity, name and title of authorized signer: | ___________________________________________________ |
|
SSN/EIN: |
___________________________________________________ |
|
Address: (address on file with brokerage firm or transfer agent) |
___________________________________________________ |
|
Phone Number: |
___________________________________________________ |
|
Email: |
___________________________________________________ |
|
Number of shares1: |
___________________________________________________ |
|
Ethereum Wallet Address: |
___________________________________________________ |
| Confirm Ethereum Wallet Address: | ___________________________________________________ |
|
(Ethereum transactions are irreversible it is advised that you cut and paste your wallet address into this field) |
Please select the applicable option:
| __ | Option 1 – DRS: I would like to DRS my shares from my brokerage account and have them delivered electronically to the Transfer Agent. I understand this process may take longer to complete than a DWAC in Option 2, and if not successfully completed prior to the Record Date, would result in me receiving a Cash Dividend instead of an ETH Dividend. I acknowledge that most brokers typically do not charge a fee for a DRS transfer, but some may, and I will be responsible for any such fees. I will contact my broker to discuss the timing and any applicable charges. |
| __ | Option 2 – DWAC: I would like to DWAC (withdraw) my shares from my brokerage account and have them delivered electronically to the Transfer Agent as soon as possible. I understand that brokers often charge DWAC fees ranging from $100 to $500 per transaction, and that I am responsible for these fees. I will check with and discuss the exact charges with my brokerage. |
| __ | Option 3 – Shares already at EST: My shares are already on the books and records of the Transfer Agent. |
1All shares in your record name on the Record Date will receive the ETH Dividend. Any conflict between the amount of shares of common stock stated herein and the Transfer Agent’s records; the Transfer Agent’s records shall prevail.
Risk Factors
Prior to making any decision, you should carefully consider the following Risk Factors and the Risk Factors contained in our Form 10-K filed on March 20, 2025. If any of the events discussed in the Risk Factors occur, the value of the ETH you receive could be adversely affected.
The process to move shares from a brokerage account or other intermediary account (“Street Name”) can be a time-consuming process. If you fail to move your shares to the Transfer Agent by 4 p.m. Eastern Time on the Record Date of September 26, 2025, or the shares are not in record name by the required date and time for any reason whatsoever, your Election will be voided.
Any Street Name shareholder who would like to make the Election should immediately contact their broker and request that their Company shares be moved into their name at the Transfer Agent. Each brokerage firm has their own process. If you do not timely request the transfer by your Broker or provide your Broker or the Company with accurate information in this Agreement or your Broker does not transfer your shares for any reason, the Election will be voided, and you will not receive the ETH Dividend and instead receive the Cash Dividend. The Company will not be responsible for any of the foregoing.
The price of Ethereum may increase or decrease between the Record Date and the Payment Date.
If the price of Ethereum decreases between the Record Date and the Payment Date, shareholders receiving the Cash Dividend may receive more value than those who elected to receive the ETH Dividend. Additionally, the price of ETH may decrease after you make the Election and may not rebound by the Payment Date. Once you have made the Election it is irrevocable, and you will not have any right to change to a Cash Dividend.
Providing an invalid wallet address may result in you losing all rights to an ETH Dividend.
Ethereum transactions are irreversible. If you provide the Company with the wrong wallet address (which is a valid address), the owner of such wallet address will receive the benefit of your ETH Dividend, and you will receive nothing. If you provide the Company with an invalid wallet address and the transfer is rejected by the Ethereum Network, the Company may, at its option, pay you the Cash Dividend instead of the ETH Dividend. Shareholders are encouraged to confirm their wallet addresses prior to submitting their Election otherwise they could lose their full rights to both the Cash Divided and ETH Dividend.
Holding Shares at the Transfer Agent to Receive the Loyalty Payment May Expose You to Market Risk.
In order to receive the one-time Loyalty Payment of $0.35 per share, shareholders must hold their BTCS common stock in record name with the Company’s transfer agent, Equity Stock Transfer (“EST”), continuously from the Record Date through the January 26, 2026 Loyalty Payment date. During this time, shareholders will experience reduced liquidity as shares held at a transfer agent cannot be sold as quickly as shares held in a brokerage account, which could expose them to fluctuations in BTCS’s stock price. If the market price of BTCS common stock declines during this period, shareholders may incur a loss that exceeds the value of the Loyalty Payment. There is no guarantee that the stock will maintain or exceed its value during the required holding period, and shareholders must independently evaluate whether the potential benefit of the Loyalty Payment outweighs the risk of holding the stock illiquid for an extended period.
I understand there may be tax consequences from the Election and the Loyalty Payment. The Company hereby encourages all of its shareholders to seek tax advice from a qualified tax professional before deciding to make the Election and receiving the Loyalty Payment.
We encourage shareholders who have questions concerning the Election process to contact Equity Stock Transfer, our Transfer Agent at bividend@equitystock.com. For general inquiries, please contact BTCS at bividend@btcs.com. This Agreement may only be executed through DocuSign®. Any Agreement that is mailed, faxed, or emailed to any representative of the Company or to EST will not be accepted.
I hereby make my irrevocable Election to accept the ETH Dividend and Loyalty Payment, subject to the foregoing terms.
Dated:
| IF AN ENTITY: | IF AN INDIVIDUAL: |
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