BTCS Inc. 8-K

What Happened
On January 1, 2026, BTCS Inc. (BTCS) reported Board-approved executive and employee compensation actions tied to 2025 performance and a new incentive and long-term equity program for 2026. Based on the Company’s conservative unaudited revenue expectation of ~$16.0 million for 2025 (final amounts subject to audit and possible true-ups/clawbacks), the Company paid 2025 performance incentives as follows: cash totaling $495,808 (CEO Charles Allen $252,720; CFO Michael Prevoznik $121,875; other employees $121,214); 398,208 shares of fully vested restricted common stock (87,602 shares withheld for taxes; 310,606 net shares issued); and 690,300 stock options (exercise price $2.64, seven‑year term, one‑year vesting). The filing notes final incentive amounts will be determined after audited results and the Company will amend the Form 8‑K if material adjustments are required.

Key Details

• 2026 annual incentive structure: revenue (75% weight) with Threshold/Target/Cutoff of $15M / $20M / $35M; cash & crypto liquidity (25% weight) with Threshold/Target/Cutoff of $276.25M / $325M / $568.75M. Payouts range from 20% (threshold) to 250% (cutoff); payouts above target are paid in stock options (7‑year term, 1‑year vesting).
• Base salary changes: CEO Charles Allen increased from ~$449,000 to $600,000; CFO Michael Prevoznik from $260,000 to $350,000; Ben Hunter promoted to CTO with $350,000 base salary. Independent director cash pay increased from $25,000 to $50,000 per year.
• 2026 Long-Term Incentive (LTI) Program approved: aggregate 5,424,248 RSUs contemplated (2,712,108 expected to be granted under the existing 2021 Equity Incentive Plan; 2,712,140 subject to additional shareholder approval).
• RSU vesting mix: 10 separate performance market/price triggers (each ~5% toward vesting) and continued service vesting (10% per year for five years through Jan 1, 2031), with price/market thresholds measured over 20 consecutive calendar days and adjusted for corporate actions.

Why It Matters
These actions align management and employee pay with revenue and liquidity goals for 2026, signaling the Board’s focus on top-line growth and balance-sheet strength. For investors, the filing is notable because (1) it confirms actual 2025 cash and equity payouts (including nearly 400k restricted shares and ~690k options), (2) it increases near-term cash compensation (higher CEO/CFO salaries and director fees), and (3) it authorizes a large RSU pool that could dilute existing shareholders if fully granted and vested. Final 2025 incentive amounts remain subject to audit adjustments, which the company says could lead to amendments to this report.