10q10k10q10k.net

What changed in BTCS Inc.'s 10-K — 2024 vs 2025

vs

Paragraph-level year-over-year comparison of BTCS Inc.'s 2024 and 2025 10-K annual filings, covering the Business, Risk Factors, Legal Proceedings, Cybersecurity, MD&A and Market Risk sections. Every new, removed and edited paragraph is highlighted side-by-side so you can see exactly what management changed in the 2025 report.

+257 added−551 removedSource: 10-K (2026-03-26) vs 10-K (2025-03-20)

Top changes in BTCS Inc.'s 2025 10-K

257 paragraphs added · 551 removed · 53 edited across 5 sections

Item 1. Business

Business — how the company describes what it does

8 edited+67 added−106 removed1 unchanged
Biggest changeBecause forward-looking statements relate to the future, they are subject to inherent uncertainties, risks and changes in circumstances that are difficult to predict. Our actual results may differ materially from those contemplated by the forward-looking statements. We caution you therefore against relying on any of these forward-looking statements.
Biggest changeOur actual results may differ materially from those contemplated by the forward-looking statements, and you should not place undue reliance on any forward-looking statement. We caution you therefore against relying on any of these forward-looking statements. They are neither statements of historical fact nor guarantees or assurances of future performance.
The Company currently does not maintain any insurance policies that provide coverage for potential losses of crypto assets in cases of theft, lost keys, or any other events that might lead to the loss of private keys or crypto assets held within our secure digital wallets.
The Company currently does not maintain any insurance policies that provide coverage for potential losses of digital assets in cases of theft, lost keys, or other events that could result in the loss of digital assets held in its wallets.
We undertake no obligation to publicly update any forward-looking statement, whether as a result of new information, future developments or otherwise, except as may be required by law. 13
We undertake no obligation to publicly update or revise any forward-looking statement, whether as a result of new information, future developments or otherwise, except as may be required by applicable securities laws. ITEM 1A. RISK FACTORS Not applicable to smaller reporting companies. However, our principal risk factors are described under “Item 7.
They are neither statements of historical fact nor guarantees or assurances of future performance. The results anticipated by any or all of these forward-looking statements might not occur. Important factors, uncertainties and risks that may cause actual results to differ materially from these forward-looking statements are contained in the Risk Factors below.
The results anticipated by any or all of these forward-looking statements might not occur. Important factors, uncertainties and risks that may cause actual results to differ materially from these forward-looking statements include, but are not limited to, the risks described in “Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations” and elsewhere in this report.
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. Forward-looking statements are based on our current expectations and assumptions regarding our business, the economy and other future conditions.
Forward-looking statements can be identified by words such as “anticipates,” “intends,” “may,” “might,” “will,” “would,” “could,” “should,” “potential,” “continues,” “plans,” “seeks,” “believes,” “estimates,” “expects,” “projects,” “forecasts,” “targets,” “outlook,” “guidance” and similar references to future periods, or by the use of the negative of such terms or other comparable terminology.
(2) As of March 17, 2025, a total of 1,020,834 shares of restricted Series V preferred stock remain subject to forfeiture, contingent upon the achievement of specified market capitalization thresholds within the applicable performance measurement period. Of these, 166,668 shares are also subject to time-based vesting conditions, requiring continued service over the vesting period.
(2) As of March 22, 2026, a total of 278,375 shares of restricted Series V preferred stock remain subject to forfeiture and have not yet vested. These shares are subject to a combination of performance-based vesting conditions, including market capitalization thresholds as well as time-based service conditions. Certain awards require both performance and continued service.
The Company protects its intellectual property and trade secrets through a combination of trademark, domain name, and trade secret laws, alongside confidentiality and licensing agreements with employees, contractors, consultants, and other third parties. These measures safeguard BTCS’s proprietary technology, internal processes, and brand equity, enabling the Company to maintain its competitive edge in blockchain infrastructure and Ethereum block-building.
BTCS seeks to protect its intellectual property and trade secrets through confidentiality and proprietary rights agreements with employees and certain contractors, non-disclosure agreements with consultants and other third parties, and applicable trademark and domain name protections. The Company believes these measures are appropriate to safeguard its proprietary information and support its competitive position.
Class of Security Shares of Common Stock as Converted Common Stock Issued and Outstanding 20,087,981 Restricted Common Stock (Not Vested) (1) 1,299,801 Options to Purchase Common Stock (weighted average exercise price of $2.22) 2,729,568 Warrants to Purchase Common Stock (weighted average exercise price of $11.50) 712,500 Total Common Shares Diluted 23,530,049 Series V Preferred Stock (non-convertible) 14,934,937 Restricted Series V Preferred Stock (non-convertible) (2) 1,069,801 (1) As of March 17, 2025, a total of 1,170,834 shares of restricted common stock remain subject to forfeiture, contingent upon the achievement of specified market capitalization thresholds within the applicable performance measurement period.
Class of Security Shares of Common Stock as Converted Common Stock Issued and Outstanding 46,684,968 Restricted Common Stock (Not Vested) (1) 3,069,272 Restricted Stock Units Issued (Not Vested) (1) 2,681,835 Convertible Debt (weighted average conversion price of $8.47) 2,107,757 Options to Purchase Common Stock (weighted average exercise price of $2.72) 2,632,695 Warrants to Purchase Common Stock (weighted average exercise price of $6.02) 1,411,566 Total Common Shares Diluted 58,588,093 Series V Preferred Stock (non-convertible) 15,393,030 Restricted Series V Preferred Stock (non-convertible) (2) 278,375 (1) As of March 22, 2026, a total of 3,069,272 shares of restricted common stock and 2,681,835 restricted stock units remain unvested and subject to forfeiture.
Removed
ITEM 1. BUSINESS BTCS Inc. (“BTCS” or the “Company”) is a Nasdaq-listed blockchain technology company focused on advancing blockchain infrastructure. Since 2014, BTCS has established itself as one of the only publicly traded U.S. companies with a primary emphasis on proof-of-stake (“PoS”) and delegated proof-of-stake (“dPoS”) blockchain networks.
Added
ITEM 1. BUSINESS BTCS Inc. (“BTCS” or the “Company”) is a U.S.-based, Nasdaq-listed blockchain technology company focused on revenue generation through blockchain infrastructure and decentralized finance (“DeFi”) activities, primarily on the Ethereum network. BTCS operates as an active participant in the Ethereum ecosystem, generating digital asset denominated on-chain revenues through its operations.
Removed
The Company’s goal is to drive scalable revenue by leveraging its robust blockchain infrastructure to develop innovative business lines that complement and enhance its core operations. BTCS’s primary activities include Ethereum block-building (“Builder+”) and validator node operations (“NodeOps”) across PoS and dPoS networks.
Added
The Company’s business model is centered on providing core blockchain infrastructure services, participating in transaction validation and block construction, and engaging in decentralized finance activities to generate revenue. While BTCS maintains significant Ethereum (“ETH”) holdings, the Company does not operate as a passive digital asset holder.
Removed
The Company generates native token rewards by staking the Company’s crypto assets (also referred to “cryptocurrencies”, “crypto”, “digital assets”, or “tokens”) to validator nodes (“nodes”) operated by BTCS and other third-parties. By leveraging our blockchain infrastructure, we aim to drive scalable revenue growth and strengthen our leadership in the blockchain ecosystem.
Added
Instead, ETH serves as an operating asset that supports revenue generation across the Company’s business lines. Business Lines BTCS operates through three primary, complementary business lines: Validator Node Operations (“NodeOps”) BTCS operates validator nodes on the Ethereum network as a validator (“Validator”).
Removed
OUR BUSINESS Blockchain Infrastructure BTCS’s blockchain infrastructure operations underpin its participation in blockchain network consensus mechanisms and security. The Company operates a network of cloud-based validator nodes that perform essential roles in PoS and dPoS blockchain ecosystems. Validator nodes validate transactions (“attestation”) and propose new blocks for inclusion in the blockchain (“block proposal”).
Added
Validator nodes perform validation and consensus-related activities (“attestation”) as well as block proposal functions that contribute to network security and block finalization. In exchange, BTCS earns ETH-denominated staking revenue, which include protocol-defined rewards and execution layer transaction fees. Validator operations represent a foundational component of the Company’s blockchain infrastructure activities.
Removed
In return, BTCS earns native token rewards through these activities. These rewards are generated by staking (or “delegating”) BTCS’s own crypto assets and from supporting third-party delegations to BTCS nodes. BTCS’s infrastructure currently supports a diverse range of PoS and dPoS blockchains, including Ethereum, Cosmos, Kava, Akash, Avalanche, and others as of December 31, 2024.
Added
Block Building (“Builder+”) Through its Builder+ operations, BTCS participates in the blockspace value chain by operating proprietary block builders (“Builders”) that construct optimized transaction blocks for submission to Validators. Builder+ revenues are derived from the fees earned when BTCS-constructed blocks are successfully proposed on-chain.
Removed
The flexibility of BTCS’s validator operations positions the Company to adapt to emerging opportunities within the blockchain sector. We primarily earn crypto assets through the operation of our non-custodial validator nodes, with the intention of enhancing our production of crypto assets in various blockchain networks.
Added
In connection with these activities, the Company makes payments to the block proposing validator (“Validator Payments”) to external validators as part of the block-proposal process in order to secure block inclusion on the network. Validator Payments are made in digital assets and represent a direct cost associated with the Company’s block-building operations.
Removed
While we have no formal policy, our primary objective is to hold and re-stake these earned crypto assets for network security and additional production opportunities, we may, on occasion, sell a portion for cash to meet operational needs. Our primary cryptocurrency exchange is Kraken; however, we also have basic accounts with multiple alternative cryptocurrency exchanges and OTC desks.
Added
Builder+ has become an increasingly significant contributor to the Company’s revenues as BTCS has expanded private order flow integrations, enhanced infrastructure efficiency, and increased participation across Ethereum blockspace markets. Decentralized Finance Operations (“Imperium”) In 2025, BTCS launched Imperium, a business line focused on deploying digital assets into decentralized finance protocols as a liquidity provider and market participant.
Removed
As of the filing date, we have no exclusive agreements with any cryptocurrency exchanges, nor do we maintain margin or other type accounts that could create additional liability for the Company. Our approach to our crypto asset holdings remains adaptable to evolving market conditions and operational requirements. Details of the Company’s crypto asset held can be found under “Item 7.
Added
Through Imperium, the Company deploys ETH and stablecoins into smart contract-based protocols that facilitate decentralized lending, borrowing, liquidity provision, and other on-chain financial activities. Revenues earned through Imperium are variable and depend on protocol utilization, market conditions, and the performance of deployed assets.
Removed
Management’s Discussion and Analysis of Financial Condition and Results of Operations.” 3 Ethereum Block Building – Builder+ BTCS’s Ethereum block-building operations, launched under the Builder+ brand in 2024, represent a core pillar of the Company’s blockchain infrastructure strategy.
Added
Imperium is designed to complement BTCS’s blockchain infrastructure activities by enabling more flexible and capital-efficient deployment of digital assets. In contrast to traditional staking, which is subject to constraints by protocol-defined reward structures and lock-up requirements, DeFi participation allows the Company to dynamically allocate assets across protocols and strategies based on prevailing market conditions, risk considerations, and liquidity needs.
Removed
Block-building is a critical function within Ethereum’s proof-of-stake ecosystem, where Builders create and submit blocks to Validators for proposal, validation, and inclusion in the blockchain. A Builder selects and organizes transactions from Ethereum’s transaction pool, known as the mempool, strategically assembling blocks to maximize the value of included transactions.
Added
NodeOps and Builder+ collectively comprise the Company’s blockchain infrastructure activities, while Imperium represents a distinct DeFi operating segment. Revenues from blockchain infrastructure activities and DeFi activities are presented separately in the Company’s financial statements. 3 Business Evolution and Strategic Focus During 2025, BTCS completed a strategic repositioning to concentrate its operations and capital allocation on Ethereum focused activities.
Removed
Builders compete to purchase block space and have their blocks selected by Validators, who propose them to the network for consensus, resulting in the block’s verification and addition to the blockchain. Builder+ optimizes this process by leveraging advanced algorithms to construct high-value blocks.
Added
As part of this transition, the Company discontinued validator node operations on non-Ethereum blockchains and liquidated the majority of its non-Ethereum digital asset holdings. The Company also discontinued the development and operation of legacy technology service platforms, including StakeSeeker in 2024 and ChainQ in 2025, in order to focus resources on scalable, revenue-generating blockchain infrastructure and DeFi activities.
Removed
By analyzing the mempool, Builder+ identifies transactions with the highest gas fees and assembles them into blocks designed to maximize gross gas fee revenue. Builder+’s logic also aims to minimize the costs to acquire block space (“Validator Payments”) required to secure block inclusion, ensuring an efficient and scalable approach.
Added
These actions reflect BTCS’s emphasis on operational execution, capital efficiency, and alignment with Ethereum-native opportunities. While the Company may continue to hold non-Ethereum digital assets in support of specific infrastructure or operational activities, Ethereum remains the core network underpinning BTCS’s business model.
Removed
This has positioned Builder+ as a significant driver of BTCS’s growth, enabling the Company to capture value from Ethereum’s transaction fee market. While Builder+ currently operates exclusively on Ethereum, it has been designed to expand to other blockchain networks, aligning with BTCS’s long-term strategy of diversification.
Added
Capital Strategy and Operations A core element of BTCS’s business model is its integrated capital strategy, which combines decentralized finance mechanisms with traditional capital markets activities (the “DeFi/TradFi Flywheel”).
Removed
By combining cutting-edge technology with its blockchain infrastructure expertise, BTCS seeks to capture an increasing share of the Ethereum Builder market. The platform’s 2024 performance demonstrated its potential as a scalable revenue driver, and BTCS believes Builder+ will play a key role in its future growth.
Added
The Company utilizes tools such as at-the-market (“ATM”) equity offerings, structured convertible notes, and ETH-backed DeFi borrowing to fund operations, scale infrastructure, and deploy digital assets while seeking to manage liquidity and shareholder dilution. The use of ATM offerings and convertible notes may result in significant dilution to existing shareholders.
Removed
Staking-as-a-Service - NodeOps Through BTCS’s blockchain infrastructure operations, we validate transactions on behalf of those who delegate their crypto holdings (or “stake”) to BTCS-operated validator nodes (referred to as “Staking as a Service” or “StaaS”) on dPoS blockchains.
Added
Additionally, ETH-backed DeFi borrowing subjects the Company to liquidation risk if the value of ETH declines, and the risk of loss of collateral, which could materially harm the Company’s financial condition. BTCS actively allocates capital and digital assets across staking, block-building support, and DeFi deployments based on expected returns, risk considerations, and prevailing market conditions.
Removed
Delegation is a non-custodial process that allows token holders (“Delegators”) to maintain control of their private keys and revoke their delegation at any time (subject to the rules of a particular blockchain). There is no transfer of ownership, often referred to as “private keys”, of any Delegator’s crypto assets as part of the Delegation process.
Added
This flexible approach allows the Company to adapt its operating footprint and asset deployment strategy as opportunities evolve within the Ethereum ecosystem. Digital Asset Security and Custody The Company prioritizes the secure self-custody of its digital assets as a core component of its operating model.
Removed
Delegation provides a method for token holders to designate to a validator node operator the ministerial task of running a validator node while still participating in the network consensus mechanism and earning rewards.
Added
BTCS maintains internal controls and security practices designed to safeguard digital assets and minimize exposure to third-party custody and counterparty risks. BTCS primarily holds its digital assets in Company-controlled wallets, including a combination of cold storage wallets and hot wallets.
Removed
StaaS providers are operators of computer infrastructure and validation software that allow them and their Delegators to stake certain native crypto assets utilizing a dPoS consensus protocol. dPoS protocols provide for the validation of transactions on the related network as well as a “sybil resistance” mechanism to help secure the network.
Added
Cold storage wallets, which are maintained offline, are used for the long-term safeguarding of digital assets, while hot wallets are utilized on a limited basis to support operational, transactional, and liquidity management activities. The Company utilizes third-party wallet infrastructure providers to support secure wallet management, access controls, and transaction workflows.
Removed
The nodes comprising a blockchain network use a protocol (or set of rules) to reach an agreement as to whether a given transaction proposed by a user of the network is valid under the rules of the protocol and should be added to the ledger (such agreement being referred to as “consensus”).
Added
BTCS utilizes cryptocurrency exchanges and over-the-counter trading desks on a limited basis for transactional purposes, such as asset conversions, liquidity management, or operational needs. The Company does not engage in margin trading, leveraged transactions, or similar arrangements with cryptocurrency exchanges.
Removed
Protocols typically group transactions into blocks that can only be added to the common ledger when validated by a sufficient percentage of a dispersed network of unrelated computers or servers called “nodes” in the network.
Added
The Company’s approach to digital asset custody and security is intended to support operational flexibility while mitigating risks associated with centralized platforms and third-party failures. These practices are subject to ongoing review and may evolve as market conditions, regulatory considerations, and operational requirements change. GROWTH STRATEGY BTCS’s growth strategy is centered on expanding high-margin scalable revenue opportunities.
Removed
A complete record (or “blockchain”) is maintained on the ledger by adding these groups (or “blocks”) of transactions to the chain, and the nodes constantly automatically monitor the blocks to ensure record accuracy. dPoS networks rely on validators who own native crypto assets and operate nodes for the network to confirm the validity of the transactions comprising each block to be added to the network ledger.
Added
The Company’s strategy emphasizes operational scalability, and long-term shareholder value creation. 4 Scaling Blockchain Infrastructure Operations BTCS intends to continue expanding its Builder+ operations by increasing private order flow integrations, enhancing block-building efficiency, and deepening relationships with participants across the Ethereum transaction ecosystem.
Removed
The dPoS protocol software run by the relevant network nodes generally determines the validator node for each block at random, though each blockchain may have differing selection criteria.
Added
The Company believes that block building represents a scalable, technology-driven revenue opportunity and expects Builder+ to remain a significant contributor to revenue growth. Validator node operations are expected to remain a core component of the Company’s infrastructure strategy, providing recurring ETH-denominated rewards while supporting network security.
Removed
To be eligible to validate transactions and to write new blocks to the chain, validators are required to “stake” the relevant native crypto assets whereby validators commit value (in the form of the native crypto asset) to the underlying network and lock their native crypto assets, preventing them from otherwise transacting with those native crypto assets while they are staked.
Added
BTCS will continue to evaluate Validator deployment strategies based on expected revenue, network conditions, and capital requirements. Expansion of Imperium and DeFi Activities The Company expects Imperium to represent an increasingly important component of its operations. BTCS plans to expand asset deployments into DeFi protocols and pursue additional integrations to broaden its on-chain activities.
Removed
The dPoS mechanism is a sybil-resistance tool (fights against attacks on nodes) that incentivizes validators to confirm transactions that conform to the rules of the protocol at the risk of losing their staked crypto assets (“slashing”). Validators utilizing their native crypto assets to participate in dPoS protocols secure the relevant network and receive staking rewards for doing so.
Added
Imperium is intended to support scalable, high-margin, high-growth revenue while reinforcing BTCS’s integrated position within the Ethereum ecosystem. BTCS anticipates that DeFi revenues will contribute a growing percentage of total revenue in 2026 and beyond, subject to market conditions and protocol performance.
Removed
As a non-custodial Validator operator and StaaS provider, BTCS charges a validator node fee (“Validator Fee”), which is calculated as a percentage of the crypto asset rewards earned on crypto assets delegated to its node, creating the opportunity for potential scalable revenue and business growth with limited additional costs.
Added
Capital Formation and Use of Digital Assets BTCS seeks to expand its operations by accessing capital through a combination of traditional and decentralized financing arrangements that support the growth of its revenue-generating activities. While BTCS holds significant Ethereum assets, they are primarily maintained as operating assets that support the Company’s revenue-generating activities, infrastructure participation, and DeFi activities.
Removed
This fee is broadcast by the Validator to the network and publicly available. Both the crypto reward paid to the Delegator and the crypto fee paid to the Validator are distributed by the blockchain network. These Validator Fees in the dPoS network encourage validators to participate in the network and thereby help to secure and decentralize the network.
Added
BTCS expects to continue utilizing ETH across its operations as it expands its business. Long-Term Strategic Objectives BTCS’s long-term objectives include expanding its participation across Ethereum-related infrastructure activities, growing recurring on-chain revenues, improving operating leverage, and enhancing shareholder value.
Removed
A StaaS provider maintains a ministerial role in validating transactions on a given dPoS network on behalf of its Delegators by: (1) arranging transactions using open-source software to stake the relevant crypto assets; (2) monitoring the nodes it is operating to ensure the computers remain online to validate transactions; and (3) verifying transactions on the network when required.
Added
The Company believes that its operating model, infrastructure capabilities, and flexible capital raising strategies position it to participate meaningfully in the continued adoption and growth of decentralized technologies and to drive sustainable, long-term value for shareholders as decentralized networks continue to scale.
Removed
As a StaaS provider, BTCS does not take custody of or pool Delegator crypto assets or Delegator crypto rewards (i.e. BTCS does not take possession of users’ private keys or cryptocurrency assets) at any time during the delegation process.
Added
INDUSTRY AND MARKET OVERVIEW (DIGITAL ASSETS AND BLOCKCHAIN TECHNOLOGIES) Overview of Blockchain Networks and Digital Assets Blockchain networks are decentralized systems that enable the recording, validation, and settlement of transactions without reliance on a central intermediary. These networks rely on distributed participants operating software and infrastructure to maintain a shared ledger, enforce protocol rules, and provide network security.
Removed
The rewards earned on delegated crypto assets are sent directly to Delegators by the respective blockchain network and are never in BTCS’s possession.
Added
Digital assets, such as ETH, function as native units of value within these networks and are used to incentivize participation, pay transaction fees, and support network operations. Public blockchains, including Ethereum, support a broad range of applications beyond simple value transfer, such as smart contracts, decentralized finance protocols, non-fungible tokens, and other on-chain services.
Removed
Therefore, BTCS does not obtain custody or facilitate transfers of any third-party crypto assets in its role as a Validator or StaaS provider. 4 ChainQ BTCS has developed ChainQ, an AI-powered blockchain data and analytics platform designed to increase transparency and accessibility in the blockchain ecosystem.
Added
The growth of these applications has increased demand for reliable infrastructure providers that support transaction processing, block construction, and network security. Proof-of-Stake and Network Infrastructure Participants Many modern blockchain networks, including Ethereum, operate under proof-of-stake (“PoS”) consensus mechanisms.
Removed
Currently in beta, ChainQ indexes public blockchain data from BTCS’s operations, providing an intuitive platform for users to explore and analyze on-chain activity. StakeSeeker Discontinuation As of December 27, 2024, BTCS discontinued its StakeSeeker platform to focus its resources on Builder+ and validator node operations. Custody and Key Storage BTCS prioritizes the secure custody of its crypto assets.
Added
Under PoS, network security and transaction validation are performed by Validators that commit digital assets to the network and operate specialized software and infrastructure.
Removed
The Company primarily stores its assets in cold wallets, which are offline and encrypted, ensuring maximum protection against potential breaches. BTCS aims to maintain less than 0.1% of its crypto assets on crypto exchanges at any given time, except during necessary transfers between wallets and exchanges to support purchase or sale activities.
Added
Validators are selected by the network to propose and attest to blocks, and in return earn protocol-defined rewards and transaction fees. 5 In addition to Validators, blockchain ecosystems include other specialized participants that support transaction execution and block formation.
Removed
Occasionally, we may use hot wallets or move crypto assets to exchanges for operational or transactional requirements. Additionally, we regularly transfer crypto assets to more secure cold wallets when appropriate. As of December 31, 2024, 98% of BTCS’s crypto assets were held in cold storage wallets and the remaining crypto assets were held in other storage wallets, including hot wallets.
Added
These participants include Builders, which assemble and optimize transactions into blocks, and other infrastructure providers that facilitate transaction submission, routing, and settlement. Together, these participants contribute to the efficient operation and scalability of blockchain networks.
Removed
Our cold wallet private keys are protected through multiple redundant security measures, industry-standard key sharding protocols, encryption, and geographically distributed offline encrypted key storage in secured facilities and restricted access protocols. We believe this multi-layered approach ensures the utmost security for our crypto assets.
Added
Block Building and Transaction Execution Following the implementation of proposer-builder separation (“PBS”) on certain blockchain networks, including Ethereum, block building has emerged as a distinct function within these ecosystems. Builders compete to assemble transaction blocks that maximize the economic value of included transactions, taking into account transaction fees, ordering constraints, and execution considerations.
Removed
Our approach of prioritizing the self-custody of our crypto assets minimizes exposure to risks associated with centralized platforms and third-party failures. 5 INDUSTRY AND MARKET OVERVIEW (CRYPTO ASSET AND BLOCKCHAIN TECHNOLOGIES) Blockchain and Cryptocurrencies Blockchain technology is a decentralized, encrypted ledger system designed to securely store and verify data without the need for intermediaries.
Added
Validators may choose to select blocks constructed by competing Builders through auction-based mechanisms, typically proposing the block associated with the highest bid and enabling Builders to capture the transaction fees and other value associated with the block when those blocks are successfully included on-chain.
Removed
It has been widely adopted across industries due to its ability to enhance transparency, security, and efficiency in processes that traditionally relied on centralized systems.
Added
The evolution of block building has contributed to the development of more specialized infrastructure and software designed to improve transaction efficiency, reduce latency, and optimize block outcomes. As transaction activity on blockchain networks increases, block-building and related infrastructure services are expected to play an increasingly important role in network performance and economics.

… 101 more changes not shown on this page.

Item 1C. Cybersecurity

Cybersecurity — threats and controls disclosure

17 edited+7 added−6 removed0 unchanged
Biggest changeThe key objectives for the Company’s cybersecurity program are to implement and sustain effective security controls to stop intrusion attempts and to maintain and continuously improve its ability to respond to attacks and incidents. Success in achieving these objectives relies upon using quality technology solutions, cultivating and maintaining a team of skilled professionals, and continuously improving processes.
Biggest changeThe key objectives of our Cybersecurity Program are to implement and sustain effective security controls designed to prevent unauthorized access to digital assets, systems and data, and to maintain and continuously improve our ability to detect, respond to, and recover from cybersecurity incidents.
As of the date of this report, we are not aware of any cybersecurity threats, including as a result of any previous cybersecurity incidents, that have materially affected or are reasonably likely to materially affect us, including our business strategy, results of operations, or financial condition.
As of the date of this report, we are not aware of any cybersecurity threats or incidents, including as a result of any previous cybersecurity incidents, that have materially affected or are reasonably likely to materially affect us, including our business strategy, results of operations, or financial condition.
This does not imply that we meet any particular technical standards, specifications, or requirements, only that we use the NIST CSF as a guide to help us identify, assess, and manage cybersecurity risks relevant to our business. Our cybersecurity program is an integral part of our broader Enterprise Risk Management (ERM) framework and business continuity efforts.
This does not imply that we meet any particular technical standards, specifications, or requirements, only that we use the NIST CSF as a reference framework to help identify, assess, and manage cybersecurity risks relevant to our business. Our Cybersecurity Program is an integral part of our broader ERM framework and business continuity efforts.
By incorporating cybersecurity into our overall risk assessment and management processes, we aim to address interconnected risks that could impact critical operations, systems, and assets. This alignment allows us to proactively evaluate and prioritize cybersecurity risks in the context of broader organizational objectives and resilience planning, ensuring a comprehensive approach to safeguarding the Company’s infrastructure and stakeholders.
By incorporating cybersecurity into our overall risk assessment and management processes, we aim to address interconnected risks that could impact critical operations, systems, digital assets, and infrastructure. This alignment allows us to proactively evaluate and prioritize cybersecurity risks in the context of broader organizational objectives and resilience planning.
Our Board and our management oversee our risk management program, including the management of cybersecurity risks. We have established policies, standards, processes, and practices for assessing, identifying, and managing material risks from cybersecurity threats, including those discussed in our Risk Factors , and have integrated these processes into our overall risk management systems and processes.
We have established policies, standards, processes, and practices for assessing, identifying, and managing material risks from cybersecurity threats, including those discussed in our Risk Factors , and have integrated these processes into our overall enterprise risk management (“ERM”) systems and processes.
ITEM 1C. CYBERSECURITY We are subject to various cyber and other security threats, including attempts to gain unauthorized access to sensitive information and networks; virtual and cyber threats to our directors, officers, and employees; and threats to the security of our infrastructure and assets. To mitigate the threats to our business, we take a comprehensive approach to cybersecurity risk management.
ITEM 1C. CYBERSECURITY Cybersecurity Risk Management and Strategy We are subject to various cyber and other security threats, including attempts to gain unauthorized access to sensitive information and networks; virtual and cyber threats to our directors, officers, and employees; and threats to the security of our infrastructure, digital assets, and operational systems.
Governance Our senior management team, led by our Chief Financial Officer and Chief Operating Officer, is responsible for assessing and managing our material risks from cybersecurity threats.
Our senior management team, led by our Chief Financial Officer and Chief Technology Officer, is responsible for assessing and managing material risks from cybersecurity threats and for implementing the Company’s Cybersecurity Program.
While we cannot guarantee complete effectiveness of our cybersecurity measures despite our best efforts and continuous monitoring, we believe that the Company’s sustained investment in people and technologies has contributed to a culture of continuous improvement that has put the Company in a position to protect against potential compromises.
While we cannot guarantee complete effectiveness of our cybersecurity measures despite our best efforts and continuous monitoring, we believe that the Company’s sustained investment in people, processes, and technologies has contributed to a culture of continuous improvement that positions us to identify , assess, and respond to potential cybersecurity threats.
Our management team supervises efforts to prevent, detect, mitigate, and remediate cybersecurity risks and incidents through various means, which may include briefings from internal security personnel; threat intelligence, and other information obtained from governmental, public, or private sources, including external consultants engaged by us; and alerts and reports produced by security tools deployed in the IT environment.
Management supervises efforts to prevent, detect, mitigate, and remediate cybersecurity risks and incidents through various means, which may include briefings from internal or external security personnel, threat intelligence, reports generated by security tools, and information obtained from governmental, public, or private sources.
We have devoted financial and personnel resources to implement and maintain security measures to meet regulatory requirements and stakeholder expectations, and we intend to continue to make investments as may be required to maintain the security of our data and cybersecurity infrastructure.
We have devoted financial and personnel resources to implement and maintain security measures designed to address cybersecurity risks in a manner consistent with our size, operational complexity, and risk profile, and we intend to continue to make investments as may be required to maintain the security of our data and cybersecurity infrastructure.
The results of our assessments are used to develop initiatives to enhance our security controls, make recommendations to improve processes, and inform a broader Company-wide risk assessment that is then periodically reported to our Board and Audit Committee. 14 Technical Safeguards: We regularly assess and deploy technical safeguards designed to protect our information systems from cybersecurity threats.
The results of these assessments are used to inform enhancements to our cybersecurity controls, operational processes, and broader Company-wide risk management activities, which are periodically reported to management and the Audit Committee. Technical Safeguards We assess and deploy technical safeguards designed to protect our information systems, infrastructure, and digital assets from cybersecurity threats.
Risk Management and Strategy Our cybersecurity risk management program (“cybersecurity program”) is designed and assessed by leveraging the National Institute of Standards and Technology Cybersecurity Framework (“NIST CSF”), customized to align with our entity size, risk profile, and industry best practices.
We can provide no assurance that there will not be incidents in the future or that past or future cybersecurity incidents will not materially affect us, including our business strategy, results of operations, or financial condition. 9 Risk Management and Strategy Our cybersecurity risk management program (“Cybersecurity Program”) is designed and assessed by leveraging the National Institute of Standards and Technology Cybersecurity Framework (“NIST CSF”), customized to align with our entity size, risk profile, and industry best practices.
Vendor Risk Management: We have implemented a robust vendor risk management program, which is designed to identify and mitigate cybersecurity threats associated with our use of third-party service providers. Such providers are subject to security risk assessments at the time of onboarding, contract renewal, and upon detection of an increase in risk profile.
Vendor and Third-Party Risk Management We maintain a vendor risk management program designed to identify and mitigate cybersecurity risks associated with third-party service providers. Third-party providers are subject to cybersecurity risk assessments during onboarding, contract renewal, and upon the identification of elevated risk.
Risk assessments take into account information from internal stakeholders, known information security vulnerabilities, and information from external sources, including reported security incidents that have impacted other companies, industry trends, and evaluations by third parties and consultants as needed.
Risk assessments consider information from internal stakeholders, known security vulnerabilities, threat intelligence, reported incidents affecting other companies in our industry, and information obtained from third parties and external advisors, as appropriate.
Such safeguards are regularly evaluated and improved based on vulnerability assessments, cybersecurity threat intelligence, and incident response experience. Incident Response and Recovery Planning: We have established a comprehensive incident response and recovery plan that guides our response in the event of a cybersecurity incident.
These safeguards are evaluated and updated based on vulnerability assessments, threat intelligence, and lessons learned from cybersecurity events and incident response activities. Incident Response and Recovery Planning We maintain a cybersecurity incident response and recovery plan designed to guide our response to cybersecurity incidents.
Our cybersecurity program in particular focuses on the following key areas: Risk Assessment : We conduct risk assessments to identify cybersecurity threats, as well as assessments in the event of a material change in our business practices that may affect information systems that are vulnerable to such cybersecurity threats.
Our Cybersecurity Program focuses on the following key areas: Risk Assessment We conduct periodic cybersecurity risk assessments to identify reasonably foreseeable internal and external cybersecurity threats, including assessments conducted in connection with material changes to our business operations, systems, or third-party relationships.
Our Audit Committee also meets at least quarterly with our independent registered accounting firm and communicates with them regarding any cybersecurity-related risks.
The Audit Committee also meets regularly with the Company’s independent registered public accounting firm and discusses cybersecurity risks relevant to financial reporting and internal controls, as appropriate.
Removed
We can provide no assurance that there will not be incidents in the future or that past or future attacks will not materially affect us, including our business strategy, results of operations, or financial condition .
Added
To mitigate the threats to our business, we take a comprehensive approach to cybersecurity risk management. Our Board and our management oversee our risk management program, including the management of cybersecurity risks.
Removed
These risk assessments are designed to identify reasonably foreseeable internal and external material cybersecurity risks to our critical systems, information, products, services, and our broader Company-wide IT environment, the likelihood and potential damage that could result from such risks, and the sufficiency of existing policies, procedures, systems, and safeguards in place to manage such risks.
Added
Success in achieving these objectives relies upon using appropriate technology solutions, cultivating and maintaining skilled personnel (including external specialists, as appropriate), and continuously improving policies and procedures.
Removed
We use a variety of inputs in such risk assessments, including information supplied by providers in response to questionnaires and meetings as well as information from third parties. In addition, we require our providers to meet appropriate security requirements, controls and responsibilities, and investigate security incidents that have impacted our third-party providers, as appropriate.
Added
These risk assessments evaluate, among other things, the potential likelihood and magnitude of harm from such risks, including potential impacts on our operations, financial condition, reputation, digital assets, and business strategy, as well as the effectiveness of existing controls and safeguards.
Removed
We also obtain and review Systems and Organization Control (“SOC”) reports from several of our key service providers. Education and Awareness: Our policies require each of our employees to contribute to our data security efforts.
Added
The plan provides a structured framework for incident identification, containment, investigation, remediation, and recovery, and includes defined escalation and communication protocols. In the event of a cybersecurity incident, management evaluates the incident to determine its severity and potential impact, including whether the incident is reasonably likely to be material, based on both quantitative and qualitative factors.
Removed
We regularly remind employees and third-party contractors of the importance of handling and protecting data, including through privacy and security training to enhance employee awareness of how to detect and respond to cybersecurity threats. All employees and third-party contractors are directed to report to our senior management any irregular or suspicious activity that could indicate a cybersecurity threat or incident.
Added
These assessments may include questionnaires, management discussions, third-party intelligence, and review of available SOC reports or similar assurances. Cybersecurity incidents affecting third-party providers are evaluated for potential impact to the Company, as appropriate. 10 Education and Awareness Our policies require employees and relevant third-party contractors to contribute to our cybersecurity efforts.
Removed
Our Audit Committee considers cybersecurity risks and other information technology risks as part of its risk oversight function and evaluates our risk assessment and management policies, including periodic discussions with our senior officers. In addition, management updates the Board of Directors , as necessary, regarding any material cybersecurity incidents, as well as any incidents with lesser impact potential.
Added
We provide periodic cybersecurity and data protection awareness training and require the prompt reporting of suspicious activity or potential cybersecurity incidents to management. Governance Our Board retains ultimate oversight responsibility for cybersecurity risk. The Board has delegated primary oversight of cybersecurity and information technology risks to the Audit Committee as part of its risk oversight function.
Added
In the event of a cybersecurity incident, management evaluates the incident and, as appropriate, escalates matters to the Audit Committee and the Board. The Audit Committee receives periodic updates regarding cybersecurity risks, program effectiveness, and any material cybersecurity incidents.

Item 3. Legal Proceedings

Legal Proceedings — active lawsuits and investigations

1 edited+0 added−0 removed0 unchanged
Biggest changeITEM 3. LEGAL PROCEEDINGS. From time to time, we are party to certain legal proceedings that arise in the ordinary course and are incidental to our business. As of the filing date of this report, to our knowledge, there are no material, active or pending legal proceedings against us. ITEM 4. MINE SAFETY DISCLOSURES. Not applicable. 15 PART II
Biggest changeITEM 3. LEGAL PROCEEDINGS. From time to time, we may be party to certain legal proceedings that arise in the ordinary course and are incidental to our business. As of the filing date of this report, to our knowledge, there are no material, active or pending legal proceedings against us. ITEM 4. MINE SAFETY DISCLOSURES. Not applicable. 11 PART II

Item 5. Market for Registrant's Common Equity

Market for Common Equity — stock, dividends, buybacks

5 edited+7 added−0 removed1 unchanged
Biggest changeRECENT SALES OF UNREGISTERED SECURITIES In addition to those unregistered securities previously disclosed in reports filed with the SEC, during the year ended December 31, 2024, we issued securities without registration under the Securities Act of 1933 (the “Securities Act”), as described below.
Biggest changeThe program does not obligate the Company to repurchase any specific number of shares and may be modified, suspended, or discontinued at any time. 12 The following table summarizes our purchases of common stock in the three months ended December 31, 2025: Period Total Number of Shares Purchased Average Price Paid per Share Total Number of Shares Purchased as Part of Publicly Announced Program Maximum Dollar Value of Shares that May Yet Be Purchased Under the Program October 1 – October 31, 2025 236,657 $ 4.16 236,657 $ 46,000,000 November 1 – November 30, 2025 0 - 0 $ 46,000,000 December 1 – December 30, 2025 (1) 0 - 0 $ 46,000,000 Total for Quarter Ended December 31, 2025 236,657 $ 4.16 236,657 $ 46,000,000 RECENT SALES OF UNREGISTERED SECURITIES In addition to those unregistered securities previously disclosed in reports filed with the SEC, during the year ended December 31, 2025, we issued securities without registration under the Securities Act of 1933 (the “Securities Act”), as described below.
ITEM 5. MARKET FOR REGISTRANT’S COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES. MARKET INFORMATION Our Common Stock is listed and traded on the Nasdaq Stock Market under the symbol “BTCS”. The last reported sale price of our Common Stock on March 17, 2025 was $1.91.
ITEM 5. MARKET FOR REGISTRANT’S COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES. MARKET INFORMATION Our Common Stock is listed and traded on the Nasdaq Stock Market under the symbol “BTCS”. The last reported sale price of our Common Stock on March 22, 2026 was $1.55.
The securities were issued to an accredited investor and there was no general solicitation.
The securities were issued to an accredited investor and there was no general solicitation. ITEM 6. [RESERVED]
HOLDERS As of March 17, 2025, there were 180 stockholders of record of our Common Stock, one of which is Cede & Co., a nominee for Depository Trust Company, or DTC.
HOLDERS As of March 22, 2026 there were 234 stockholders of record of our Common Stock, one of which is Cede & Co., a nominee for Depository Trust Company, or DTC.
Name or Class of Investor Date of Sale No. of Securities Reason for Issuance Non-Employee Directors (1) March 31, 2024 14,206 shares of restricted stock Compensation for services Non-Employee Directors (1) June 30, 2024 25,781 shares of restricted stock Compensation for services Non-Employee Directors (1) September 30, 2024 32,328 shares of restricted stock Compensation for services Non-Executive Employees December 12, 2024 12,500 shares of restricted stock Performance awards Non-Employee Directors (1) December 31, 2024 15,183 shares of restricted stock Compensation for services (1) Exempt under Section 4(a)(2) of the Securities Act and Regulation 506(b) thereunder.
Name or Class of Investor Date of Sale No. of Securities Reason for Issuance Non-Employee Directors (1) March 31, 2025 25,002 shares of restricted stock Compensation for services Non-Employee Directors (1) June 30, 2025 17,046 shares of restricted stock Compensation for services Non-Employee Directors (1) September 30, 2025 7,764 shares of restricted stock Compensation for services Non-Employee Directors (1) December 31, 2025 14,205 shares of restricted stock Compensation for services (1) Exempt under Section 4(a)(2) of the Securities Act and Regulation 506(b) thereunder.
Added
DIVIDENDS During fiscal year 2025, the Company declared a special dividend of $0.05 per share on its common stock and Series V Preferred Stock. Holders of common stock were permitted to elect to receive the dividend in either cash or ETH, while holders of Series V Preferred Stock received the dividend solely in cash.
Added
The dividend was paid in October 2025 through a combination of cash payments and ETH distributions. In addition, the Company authorized a one-time loyalty payment of $0.35 per share, payable solely in ETH, to eligible holders of common stock who opted in and satisfied the specified holding requirement. The loyalty payment was paid in February 2026.
Added
The declaration and payment of future dividends or other distributions, whether in cash, digital assets, or other forms, if any, will be at the discretion of the Board and will depend on, among other factors, the Company’s financial condition, results of operations, capital requirements, and other factors deemed relevant by the Board.
Added
The Company does not currently anticipate declaring regular cash or digital asset dividends. ISSUER PURCHASES OF EQUITY SECURITIES On September 4, 2025, the Board approved a share repurchase program authorizing the Company to repurchase up to $50 million of its common stock over a three-year period.
Added
Repurchases may be made from time to time in the open market, in privately negotiated transactions, or otherwise, in such quantities, at such prices, and in such manner as determined by the Company’s Chief Executive Officer consistent with the Board’s authorization.
Added
Repurchases will be conducted in compliance with Rule 10b-18 under the Securities Exchange Act of 1934 and applicable state law. The Company has engaged H.C. Wainwright & Co., LLC as the sole broker to implement the program.
Added
In addition: (i) no repurchases may occur at a price per share greater than the current fair market value of the Company’s digital assets and cash divided by its outstanding common shares, as determined in good faith by the CEO; and (ii) repurchases may not occur if the purchase price is less than a 25% discount to any limit orders in any 10b5-1 plan of a named executive officer, or within 20 calendar days of any market-based order under any such plan.

Item 7. Management's Discussion & Analysis

Management's Discussion & Analysis (MD&A) — revenue / margin commentary

22 edited+123 added−386 removed3 unchanged
Biggest changeSignificant non-cash adjustments impacting operating cash flows included: ● Positive Adjustments: ○ Approximately $2,424,000 related to stock-based compensation, reflecting the issuance of equity-based awards to employees, including performance-based equity awards. ○ Approximately $2,766,000 related to Validator Payments made in ETH tokens as part of our Ethereum block-building operations. ● Negative Adjustments: ○ Approximately $7,684,000 in unrealized appreciation on crypto assets, driven by market value increases during Fiscal 2024. ○ Approximately $4,074,000 in revenue earned in native crypto assets, which does not result in immediate cash inflows.
Biggest changeSignificant non-cash adjustments impacting operating cash flows included: ● Digital asset-denominated revenues of approximately $16,480,000 earned from blockchain infrastructure and DeFi activities, which increased net income but did not result in operating cash inflows. ● Validator Payments of approximately $14,300,000 made in native digital tokens to external validators as part of Builder+ block-building activities. ● Realized losses on digital asset transactions of approximately $8,184,000, primarily from the sale of non-Ethereum digital asset holdings. ● A non-cash adjustment of approximately $15,713,000 related to unrealized losses from the fair value measurement of digital assets, particularly Ethereum. ● Stock-based compensation expense of approximately $657,000, primarily reflecting the issuance and ongoing amortization of equity-based awards to employees, including performance-based grants. ● Amortization of debt discount and issuance costs of approximately $1,497,000 related to the outstanding convertible notes.
Liquidit y The Company’s consolidated financial statements have been prepared assuming that it will continue as a going concern, which contemplates continuity of operations, realization of assets, and settlement of liabilities in the normal course of business.
Liquidity The Company’s financial statements have been prepared assuming that it will continue as a going concern, which contemplates continuity of operations, realization of assets, and settlement of liabilities in the normal course of business.
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 December 31, 2024, the Company had approximately $1,978,000 of cash and working capital of approximately $33,893,000.
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 December 31, 2025, the Company had approximately $1,526,000 of cash and cash equivalents and working capital of approximately $150,645,000.
On October 4, 2024, the Company’s new Form S-3 registration statement became effective, increasing the total amount of securities that may be offered and sold under the prospectus to $250,000,000.
On October 4, 2024, a new Form S-3 registration statement became effective, increasing the total amount of securities that may be offered and sold under the Company’s shelf registration to $250,000,000. As of the date of this report, there was approximately $103,380,000 available for sale under this Form S-3 registration statement.
The Company believes that its existing cash and liquid crypto assets, in addition to the funds available to the Company from the issuance of additional stock through the ATM Agreement, provide sufficient liquidity to meet working capital requirements, anticipated capital expenditures and contractual obligations for at least the next twelve months from the filing date of this report.
The Company believes that its existing cash and digital assets, together with the proceeds from recent convertible note financings and access to capital through its ATM Agreement, provide sufficient liquidity to meet working capital requirements, anticipated capital expenditures, strategic initiatives, and contractual obligations for at least the next twelve months from the filing date of this report.
ASC 820 defines fair value as the price that would be received for an asset in a current sale, assuming an orderly transaction between market participants on the measurement date. Market participants are considered to be independent, knowledgeable, and willing and able to transact.
Fair value represents the price that would be received for an asset in a current sale, assuming an orderly transaction between market participants on the measurement date.
Net income or loss may continue to fluctuate significantly due to crypto asset market volatility, impacting changes in fair value during future periods. 22 LIQUIDITY AND CAPITAL RESOURCES ATM Financing On September 14, 2021, the Company entered into an At-The-Market Offering Agreement (the “ATM Agreement”) with H.C. Wainwright & Co., LLC, as agent (“H.C.
The Company’s results of operations may continue to fluctuate materially from period to period due to digital asset price volatility, financing activities, and changes in valuation-related items. Liquidity and Capital Resources ATM Financing On September 14, 2021, the Company entered into an At-The-Market Offering Agreement (the “ATM Agreement”) with H.C. Wainwright & Co., LLC, as agent (“H.C.
The preparation of financial statements in conformity with generally accepted accounting principles, or GAAP, requires management to make estimates and assumptions that affect the amounts reported in the financial statements and accompanying notes.
CRITICAL ACCOUNTING POLICIES AND ESTIMATES The preparation of the Company’s financial statements in conformity with U.S. generally accepted accounting principles (“GAAP”) requires management to make estimates, judgments, and assumptions that affect the reported amounts of assets and liabilities, revenues and expenses, and related disclosures.
Off Balance Sheet Transactions As of December 31, 2024, there were no off-balance sheet arrangements and we were not a party to any off-balance sheet transactions.
Off Balance Sheet Transactions As of December 31, 2025, there were no off-balance sheet arrangements, and we were not a party to any off-balance sheet transactions. We have no guarantees or obligations other than those that arise out of normal business operations.
When we refer to the “Fiscal 2025”, “Fiscal 2024” and the “Fiscal 2023” we are referring to the years ended December 31, 2025, December 31, 2024 and December 31, 2023, respectively. COMPANY OVERVIEW BTCS Inc., a Nasdaq-listed U.S.-based blockchain technology company, focuses on advancing blockchain infrastructure.
When we refer to “Fiscal 2025” and “Fiscal 2024”, we are referring to the years ended December 31, 2025 and December 31, 2024, respectively. Company Overview Executive Overview BTCS Inc. is a blockchain technology company focused on revenue generation through blockchain infrastructure and decentralized finance (“DeFi”) activities, primarily on the Ethereum network.
From the period September 14, 2021 through March 17, 2025, the Company sold a total of 6,401,461 shares of Common Stock under the ATM Agreement for aggregate total gross proceeds of approximately $24,230,000 at an average selling price of $3.79 per share, resulting in net proceeds of approximately $23,445,000 after deducting commissions and other transaction costs.
As of the date of this report, the Company had not sold any securities under the New Registration Statement. 20 From September 14, 2021 through March 22, 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 $163,597,000 at an average selling price of $4.99 per share, resulting in net proceeds of approximately $158,539,000 after deducting commissions and other transaction costs.
This inflationary pressure impacts our cost structure, leading to operational adjustments, and increasing the cost of retaining talent and certain professional costs, despite our continued focus on controlling our costs where possible. Management is unable to accurately predict when, or if, these national and global inflationary pressures will subside, or their long-term impacts on our business and results of operations.
INFLATION We have experienced, and are experiencing, the impact of domestic and global inflationary pressures largely outside of our control. This inflationary pressure impacts our cost structure, leading to operational adjustments, and increasing the cost of retaining talent and certain professional costs, despite our continued focus on controlling our costs where possible.
Cash Used in Investing Activities Cash used in investing activities was approximately $2,632,000 for Fiscal 2024, compared to cash provided by investing activities of $186,000 in Fiscal 2023. The primary driver of the outflows in Fiscal 2024 was the purchase of crypto assets, primarily Ethereum, to support and expand our blockchain infrastructure operations.
Cash Used in Investing Activities Net cash used in investing activities was approximately $197,497,000 during Fiscal 2025, compared to net cash provided by investing activities of approximately $2,632,000 in the Fiscal 2024. The 2025 activity primarily reflects the purchase of approximately $201,348,000 of digital assets, primarily ETH, to support scaling of Validator (NodeOps) and DeFi (Imperium) operations.
Cash Provided by Financing Activities Cash provided by financing activities was approximately $6,682,000 for Fiscal 2024 compared to approximately $2,688,000 for Fiscal 2023. The cash inflows from financing activities in Fiscal 2024 and Fiscal 2023 were entirely from proceeds of Common Stock sold pursuant to the ATM Agreement.
Cash Provided by Financing Activities Cash provided by financing activities was approximately $206,830,000 during Fiscal 2025, compared to approximately $6,682,000 in the 2024 Period.
Wainwright”), pursuant to which the Company may offer and sell, from time-to-time, shares of its Common Stock through H.C. Wainwright. Initially, the aggregate offering price of shares issuable under the ATM Agreement was $98,767,500.
Wainwright”), pursuant to which the Company may offer and sell, from time to time, shares of its common stock through H.C. Wainwright, subject to the availability of an effective registration statement on Form S-3. The initial ATM sales were conducted under a $100,000,000 shelf registration statement that became effective in September 2021.
However, this belief is based on current market conditions, regulatory environment, and operational plans, all of which are subject to change.
This assessment is based on current market conditions, regulatory environment, and management’s operational plans, all of which remain subject to change. Certain digital assets may be subject to protocol-defined unstaking or withdrawal periods, which could limit the Company’s ability to rapidly convert those assets to cash.
It requires the Company to assume that its crypto assets are sold in their principal market or, in the absence of a principal market, the most advantageous market. Kraken serves as the principal market for the Company’s crypto assets, being the Company’s primary cryptocurrency exchange for both purchases and sales. Coinbase is designated as the secondary principal market.
The Company determines fair value using observable market prices and assumes that its digital assets are sold in their principal market or, in the absence of a principal market, the most advantageous market to which it has access.
Staked crypto assets are presented as current assets if their lock-up periods are less than 12 months, and as long-term other assets if the lock-up extends beyond one year.
Digital assets are presented as current assets unless they are subject to protocol-imposed restrictions exceeding twelve months. Staked digital assets are classified as non-current if their lock-up periods extend beyond one year.
Builder+ contributed approximately $2,453,000 in revenue in 2024, while NodeOps revenue grew to approximately $1,620,000. The significant increase in revenue during Fiscal 2024 was primarily due to the launch and scaling of BTCS’s Ethereum block-building operations under Builder+, which resulted in a substantial increase in block rewards earned.
During Fiscal 2025, Builder+ operations accounted for approximately 80% of total revenue, NodeOps contributed approximately 12%, and Imperium DeFi revenue represented the remaining 8%. The year-over-year increase reflects the scaling of Builder+ operations and the commencement of block building on BSC, which together resulted in a substantial increase in block rewards earned during the period.
Cost of Revenues Cost of revenues increased during Fiscal 2024, primarily due to higher Validator Payments made for purchasing block space as part of our Ethereum block-building activities under Builder+. Validator Payments totaled approximately $2,766,000 in 2024.
Accordingly, revenue recognized in future periods may be materially affected by changes in the market prices of the underlying digital assets at the time of reward receipt or recognition. 17 Cost of Revenues Cost of revenues for Fiscal 2025 increased compared Fiscal 2024, primarily due to higher validator payments (“Validator Payments”) made to external parties to secure block space as part of our Builder+ block-building activities.
Additionally, higher market prices for crypto assets during Fiscal 2024 contributed to the increased fair value of crypto asset rewards earned from both staking (NodeOps) and block-building (Builder+). While we anticipate continued growth in the number of block rewards and staking rewards earned, crypto asset market volatility may impact the fair value of rewards earned and recognized in future periods.
Increases in NodeOps and Imperium revenues were supported by the deployment of additional digital assets acquired through capital-raising activities during Fiscal 2025. While we anticipate continued growth across Builder+, NodeOps, and Imperium as we expand block-building, staking, and DeFi activities, the fair value of rewards may fluctuate due to the inherent volatility of digital assets markets.
As of March 17, 2025, the Company had approximately $261,000 of cash and cash equivalents and the fair market value of the Company’s liquid crypto assets was approximately $21,440,000. The Company has no outstanding debt.
As of March 22, 2026, the Company had approximately $7,498,000 of cash and stablecoins and the fair market value of the Company’s liquid digital assets was approximately $118,951,000. As of March 22, 2026, the Company had total debt obligations of approximately $61,826,000, consisting of approximately $43,965,000 under its lending arrangement with Aave Protocol and approximately $17,861,000 convertible notes payable.
Removed
With a primary emphasis on the Ethereum network, BTCS drives scalable growth through block-building and validator node operations, leveraging advanced technology and robust operational expertise. Blockchain Infrastructure BTCS’s blockchain infrastructure center on supporting the validation of transactions and securing proof-of-stake (“PoS”) and delegated proof-of-stake (“dPoS”) blockchain networks.
Added
During 2025, the Company continued to execute a strategic repositioning toward Ethereum-native operations designed to generate recurring on-chain revenues, improve capital efficiency, and actively deploy digital assets in support of long-term growth.
Removed
The Company manages a network of cloud-based validator nodes that perform essential network functions, including transaction validation (“attestation”) activities and proposing new blocks. Through these activities, BTCS earns native token rewards by staking its own crypto assets on validator nodes operated by BTCS and third parties.
Added
The Company’s business model is centered on participating directly in core components of the Ethereum ecosystem, including validator node operations as a validator (“Validator”), block-building activities as a block builder (“Builder”), and DeFi asset deployment. While BTCS holds significant Ethereum (“ETH”) assets, they are primarily maintained as operating assets that support the Company’s revenue-generating activities, infrastructure participation, and DeFi activities.
Removed
Our evaluation of blockchain networks involves comprehensive due diligence procedures, including assessments of blockchain quality, reward potential, and the technical challenges associated with running validator nodes.
Added
Strategic Evolution and Operating Focus 13 During 2025, BTCS completed a strategic realignment of its operations and capital allocation to focus primarily on Ethereum-based activities. As part of this transition, the Company discontinued validator node operations on non-Ethereum blockchains and liquidated the majority of its non-Ethereum digital asset holdings.
Removed
Criteria for assessing blockchain quality encompass factors such as i) market and on-chain statistics, ii) liquidity, iii) potential blockchain utility, iv) history and milestones, v) growth and development roadmap, vi) use cases, vii) community interest, viii) quality of documentation, ix) decentralization, and x) any other publicly available information.
Added
The Company also discontinued the development and operation of legacy technology platforms, including StakeSeeker in 2024 and ChainQ in 2025, in order to concentrate resources on scalable, revenue-generating infrastructure and DeFi initiatives.
Removed
This process ensures BTCS focuses on high-potential blockchain networks while mitigating technical and operational risks. Ethereum Block Building – Builder+ A central focus of BTCS’s current operations is its Ethereum block-building initiatives under Builder+, which commenced operations in 2024. Through Builder+ we purchase block space and leverage advanced algorithmic processes to construct blocks for on-chain validation.
Added
This repositioning reflects management’s assessment that Ethereum provides the most compelling long-term opportunity for infrastructure participation, transaction execution, and DeFi activity, given its network scale, liquidity, and ecosystem maturity. Growth of Blockchain Infrastructure Operations Blockchain infrastructure activities, consisting primarily of validator node operations (NodeOps) and block building (Builder+), represent a core driver of the Company’s revenues.
Removed
The goal of Builder+ is to maximize gas fee revenue by optimizing the contents and structure of each block. The Company aims to maximize the value of gas fees earned by increasing the number of blocks we purchase while minimizing the payments to validators required for purchasing block space.
Added
Validator operations provide recurring ETH-denominated revenues through protocol-defined incentives and transaction fees, while Builder+ has emerged as a higher-growth, technology-driven revenue opportunity. Builder+ participates in Ethereum’s transaction execution ecosystem by constructing and submitting optimized transaction blocks.
Removed
Builder+ has rapidly become a key driver of BTCS’s revenue growth, leveraging its scalable and efficient technology to expand its operational footprint within the Ethereum ecosystem.
Added
During 2025, the Company continued to scale Builder+ operations by expanding private order flow integrations, enhancing infrastructure efficiency, and increasing participation across Ethereum blockspace markets. As a result, block building became an increasingly significant contributor to the Company’s revenue mix, reflecting both increased transaction activity and improved execution performance.
Removed
While Builder+ currently operates exclusively on Ethereum, its flexible design enables potential adaptation to other blockchain networks, aligning with BTCS’s vision to diversify its infrastructure operations over time. 17 Staking-as-a-Service – NodeOps BTCS operates a non-custodial Staking-as-a-Service (“StaaS”) business model that enables crypto asset holders to participate in network consensus mechanisms by staking and delegating to BTCS-operated validator nodes.
Added
Management believes that block building represents a scalable opportunity, driven by technology, infrastructure optimization, and access to transaction flow rather than asset lock-up requirements. Expansion into Decentralized Finance through Imperium In 2025, BTCS launched Imperium, a DeFi-focused operating segment designed to deploy digital assets into decentralized protocols as a liquidity provider and market participant.
Removed
As a non-custodial validator operator, the Company receives a percentage of a crypto asset holders’ staking rewards generated as a validator node fee, for our ministerial role in hosting the validator node. This creates an opportunity for scalable revenue and business growth with limited additional costs.
Added
Imperium enables the Company to allocate assets across DeFi protocols that facilitate lending, borrowing, liquidity provision, and other on-chain financial activities. In contrast to traditional staking, which is subject to protocol-defined reward structures and lock-up mechanics, DeFi participation allows for more dynamic capital allocation based on market conditions, liquidity needs, and risk considerations.
Removed
The Company’s StaaS strategy provides a more accessible and cost-effective alternative for crypto asset holders to participate in blockchain networks’ consensus mechanisms, promoting the growth and adoption of blockchain technology.
Added
Revenues generated through Imperium are variable and dependent on protocol utilization and prevailing market conditions.
Removed
A StaaS provider maintains a ministerial role in validating transactions on a given dPoS network on behalf of its Delegators by (1) using open-source software to stake the relevant crypto assets; (2) monitoring and maintaining the nodes it is operating to ensure the computers remain online to validate transactions; and (3) verifying transactions on the network when required.
Added
Management expects Imperium to represent an increasingly important component of the Company’s operations and believes that DeFi activities provide opportunities to enhance risk-adjusted returns, improve capital flexibility, and complement the Company’s blockchain infrastructure operations, although there can be no assurance that these objectives will be achieved.
Removed
As a non-custodial StaaS provider, we do not hold or take possession of any Delegator funds, crypto assets, or crypto asset rewards at any point during the staking or delegation process. Delegation does not involve the transfer of crypto asset ownership to a Validator. During the process of staking, delegated crypto assets remain in the Delegator’s digital wallets.
Added
BTCS plans to further expand asset deployments into DeFi protocols and pursue additional integrations to broaden its on-chain activities, subject to market conditions, available capital, regulatory developments, and risk management considerations. Capital Strategy A central element of BTCS’s operating model is its integrated capital strategy, which combines decentralized finance mechanisms with traditional capital markets activities.
Removed
The blockchain network calculates rewards earned, which are then distributed directly to the Delegator’s wallet. The blockchain network does not distribute any of the Delegator’s earned crypto rewards to BTCS. At no point does the Validator gain access, control, or custody of the original staked crypto assets or the earned crypto rewards through staking to its node.
Added
During 2025, the Company utilized a combination of at-the-market equity (“ATM”) offerings, structured convertible notes, and ETH-backed DeFi borrowing to fund operations, scale infrastructure, and deploy digital assets. This approach is designed to support growth while managing liquidity and minimizing reliance on equity issuance alone.
Removed
Therefore, the Company does not have any exposure to the custodial risks that a crypto exchange would have related to excessive redemptions or withdrawals of crypto assets, suspension of redemptions, or withdrawals.
Added
Management actively evaluates capital allocation across validator operations, block-building support, and DeFi deployments based on expected returns, risk profiles, and market conditions. 14 Outlook BTCS enters 2026 with a business model centered on expanding high-margin scalable revenue opportunities.
Removed
Further, we do not issue or hold crypto assets on behalf of third parties and have no exposure to the risks an exchange would have with respect to loans, rehypothecation, or margin.
Added
Management believes that continued expansion of Builder+ operations and increased deployment through Imperium position the Company to participate meaningfully in the ongoing growth of decentralized technologies and crate long-term shareholder value.
Removed
The following table details the blockchain networks on which BTCS operates nodes that support third-party delegations as part of our staking-as-a-service operations, including the amount of third-party crypto assets delegated to our non-custodial validator nodes, as of December 31, 2024.
Added
The following sections of Management’s Discussion and Analysis provide additional detail regarding the Company’s digital asset and treasury management practices, known trends and uncertainties, results of operations, and liquidity and capital resources. Use of Digital Assets in our Operations Digital assets, primarily ETH, play a central role in the Company’s operating model.
Removed
Blockchain Network Validator Fee Percentage % Delegated Crypto Assets (Native Tokens) Delegated Crypto Assets ($USD) Cosmos 5% 94,000 ATOM $ 580,248 Akash 5% 172,000 AKT $ 479,121 Kava 5% 20,000 KAVA $ 8,947 Avalanche 5% 300 AVAX $ 10,665 Total $ 1,078,981 Supporting Platforms: ChainQ To complement our core blockchain infrastructure, BTCS has developed “ChainQ,” an AI-powered blockchain data and analytics platform designed to increase accessibility and transparency within the blockchain ecosystem.
Added
Unlike companies that hold digital assets primarily for investment or appreciation purposes, BTCS uses its digital asset holdings as operating assets to support revenue generation, infrastructure participation, and decentralized finance (DeFi) activities.
Removed
Currently in beta, ChainQ simplifies on-chain data access and analysis for cryptocurrency holders, delivering deeper insights into blockchain activity. By indexing public data from our blockchain infrastructure operations, ChainQ provides an intuitive platform for exploring on-chain data.
Added
Operating Use of Digital Assets ETH held by the Company is actively deployed across its business lines, including validator node operations, block building support, and DeFi activities conducted through the Imperium operating segment. Management continuously evaluates how digital assets are utilized among these activities based on revenue, gross profit, liquidity requirements, risk considerations, and prevailing market conditions.
Removed
As of December 27, 2024, BTCS has discontinued its StakeSeeker platform to focus on Builder+ and NodeOps, reflecting the Company’s strategic emphasis on scalable blockchain infrastructure. 18 CRYPTO ASSETS The tables below detail BTCS’s quarterly crypto assets holdings as of the end of each fiscal quarter from the fourth quarter of Fiscal 2023 through the end of Fiscal 2024.
Added
As a result, the Company’s digital asset balances may fluctuate period over period due to operational activities, redeployments, protocol participation, borrowing activity, and market price movements. These fluctuations are a function of the Company’s operating strategy and may materially impact reported financial results.
Removed
Crypto Assets Held at the End of the Following Calendar Quarters: Asset 2023 Q4 2024 Q1 2024 Q2 2024 Q3 2024 Q4 Ethereum (ETH) 7,815 7,868 7,935 7,978 9,060 Cosmos (ATOM) 270,098 281,264 293,886 307,489 322,547 Solana (SOL) 7,845 7,964 6,821 6,936 7,038 Avalanche (AVAX) 17,842 17,842 18,510 18,510 19,085 Axie Infinity (AXS) 60,552 65,932 71,704 77,500 83,546 NEAR Protocol (NEAR) 80,267 80,981 82,867 84,748 86,650 Akash (AKT) 119,071 123,646 129,891 136,042 142,090 Kusama (KSM) 7,313 7,796 8,074 8,362 8,440 Kava (KAVA) 345,394 351,685 358,318 365,364 372,126 Polkadot (DOT) 8,650 9,010 9,386 9,784 9,904 Rocket Pool (RPL) - - - 584 599 Polygon (POL fka MATIC) 506,010 512,241 518,554 525,405 - Cardano (ADA) 265,254 266,543 268,582 270,264 - Mina (MINA) 90,017 92,897 95,777 96,497 - Tezos (XTZ) 26,174 26,492 26,845 27,440 - Evmos (EVMOS) 345,777 357,203 364,037 367,358 - Band Protocol (BAND) 992 992 992 992 - Oasis Network (ROSE) 2,647,629 2,663,766 - - - Fair Market Value of Crypto Assets at the End of the Following Calendar Quarters: Asset 2023 Q4 2024 Q1 2024 Q2 2024 Q3 2024 Q4 Ethereum (ETH) 17,829,264 28,700,380 27,235,107 20,767,299 30,198,638 Cosmos (ATOM) 2,860,870 3,455,299 1,975,032 1,452,240 1,995,181 Solana (SOL) 796,327 1,613,543 999,138 1,058,786 1,329,855 Avalanche (AVAX) 687,713 964,888 542,525 513,465 678,454 Axie Infinity (AXS) 535,546 726,572 434,956 390,911 517,820 NEAR Protocol (NEAR) 293,204 591,162 438,780 448,572 424,934 Akash (AKT) 291,574 592,956 466,154 376,836 396,659 Kusama (KSM) 329,353 377,395 191,929 167,245 277,773 Kava (KAVA) 301,429 374,932 158,376 131,275 164,889 Polkadot (DOT) 70,879 86,858 58,218 43,406 65,701 Rocket Pool (RPL) - - - 6,702 6,779 Polygon (POL fka MATIC) 491,138 514,187 290,027 208,271 - Cardano (ADA) 157,615 173,350 105,270 100,930 - Mina (MINA) 122,007 115,192 51,720 53,749 - Tezos (XTZ) 26,379 37,118 21,296 19,309 - Evmos (EVMOS) 43,886 28,612 11,249 7,310 - Band Protocol (BAND) 2,174 2,223 1,221 1,216 - Oasis Network (ROSE) 363,571 366,108 - - - Total 25,202,929 38,720,775 32,980,998 25,747,522 36,056,683 QoQ Change 53 % 54 % -15 % -22 % 40 % YoY Change 101 % 101 % 70 % 56 % 43 % Prices of Crypto Assets at the End of the Following Calendar Quarters: * Asset 2023 Q4 2024 Q1 2024 Q2 2024 Q3 2024 Q4 Ethereum (ETH) $ 2,281 $ 3,648 $ 3,432 $ 2,603 $ 3,333 Cosmos (ATOM) 10.59 12.28 6.72 4.72 6.19 Solana (SOL) 102 203 146 153 189 Avalanche (AVAX) 38.54 54.08 29.31 27.74 35.55 Axie Infinity (AXS) 8.84 11.02 6.07 5.04 6.20 NEAR Protocol (NEAR) 3.65 7.30 5.30 5.29 4.90 Akash (AKT) 2.45 4.80 3.59 2.77 2.79 Kusama (KSM) 45.04 48.41 23.77 20.00 32.91 Kava (KAVA) 0.87 1.07 0.44 0.36 0.44 Polkadot (DOT) 8.19 9.64 6.20 4.44 6.63 Rocket Pool (RPL) - - - 11.47 11.32 Polygon (POL fka MATIC) 0.97 1.00 0.56 0.40 - Cardano (ADA) 0.59 0.65 0.39 0.37 - Mina (MINA) 1.36 1.24 0.54 0.56 - Tezos (XTZ) 1.01 1.40 0.79 0.70 - Evmos (EVMOS) 0.13 0.08 0.03 0.02 - Band Protocol (BAND) 2.19 2.24 1.23 1.23 - Oasis Network (ROSE) 0.14 0.14 - - - * The prices have been rounded to the nearest whole dollar for prices above $100 19 The tables below detail BTCS’s quarterly crypto assets earned during each of the following quarters: Crypto Asset Rewards Crypto assets earned from blockchain infrastructure staking activities through NodeOps Asset 2023 Q4 2024 Q1 2024 Q2 2024 Q3 2024 Q4 Ethereum (ETH) 67 65 72 65 59 Cosmos (ATOM) 13,314 11,166 12,565 13,603 15,175 Axie Infinity (AXS) * 4,967 5,381 5,772 5,796 6,048 Akash (AKT) 3,337 4,575 6,246 6,151 5,771 Solana (SOL) * 93 119 139 97 64 Avalanche (AVAX) 18 - 668 - 569 NEAR Protocol (NEAR) * 1,200 714 1,886 1,881 1,960 Kava (KAVA) 17,532 6,292 6,632 7,046 7,174 Kusama (KSM) 67 10 279 288 75 Polygon (POL fka MATIC) * 6,462 6,230 6,314 6,851 1,575 Polkadot (DOT) * 366 360 376 398 110 Rocket Pool (RPL) - - - - 14 Tezos (XTZ) * 414 318 354 594 88 Mina (MINA) 5,760 2,880 2,880 720 - Oasis Network (ROSE) 21,029 16,137 10,431 - - Cardano (ADA) * 503 1,289 2,039 1,683 - Evmos (EVMOS) * 30,084 11,426 6,834 3,321 - * All or a portion of revenue earned from staking to third-party validator nodes Crypto assets earned from Ethereum block-building through Builder+ Asset 2023 Q4 2024 Q1 2024 Q2 2024 Q3 2024 Q4 Ethereum (ETH) - 11 23 152 700 Fair Market Value of Crypto Asset Rewards Earned Recognized as Revenue The following table summarizes the revenues earned from the Company’s operations by revenue segment during the following calendar quarters: Revenue by Segment 2023 Q4 2024 Q1 2024 Q2 2024 Q3 2024 Q4 Total revenue from blockchain infrastructure staking activities through NodeOps $ 326,125 $ 418,353 $ 485,340 $ 334,654 $ 381,958 Total revenue from Ethereum block-building through Builder+ - 33,033 75,852 404,503 1,939,825 Total revenue $ 326,125 $ 451,386 $ 561,192 $ 739,157 $ 2,321,783 The tables below detail the fair market value of BTCS’s quarterly crypto assets earned as revenue in each respective segment during the following calendar quarters: Revenue from blockchain infrastructure staking activities through NodeOps Asset 2023 Q4 2024 Q1 2024 Q2 2024 Q3 2024 Q4 Ethereum (ETH) $ 131,903 $ 188,078 $ 241,588 $ 180,487 $ 182,289 Cosmos (ATOM) 116,726 121,074 104,580 69,534 95,552 Axie Infinity (AXS) * 34,595 48,322 36,379 29,236 37,711 Akash (AKT) 5,341 18,746 26,740 17,763 18,043 Solana (SOL) * 3,620 15,372 21,353 14,414 11,071 Avalanche (AVAX) 714 - 18,491 - 20,764 NEAR Protocol (NEAR) * 1,834 4,422 12,500 8,802 10,733 Kava (KAVA) 13,033 5,252 4,305 2,508 3,198 Kusama (KSM) 1,193 474 8,108 5,782 1,382 Polygon (POL fka MATIC) * 5,143 5,731 3,758 2,716 523 Polkadot (DOT) * 1,999 2,957 2,619 1,980 465 Rocket Pool (RPL) - - - - 170 Tezos (XTZ) * 337 368 338 419 57 Mina (MINA) 4,818 3,646 2,439 319 - Oasis Network (ROSE) 1,688 2,218 1,036 - - Cardano (ADA) * 252 753 837 628 - Evmos (EVMOS) * 2,929 940 269 66 - Total revenue from blockchain infrastructure staking activities through NodeOps $ 326,125 $ 418,353 $ 485,340 $ 334,654 $ 381,958 * All or a portion of revenue earned from staking to third-party validator nodes Revenue from Ethereum block-building through Builder+ Asset 2023 Q4 2024 Q1 2024 Q2 2024 Q3 2024 Q4 Ethereum (ETH) $ - $ 33,033 $ 75,852 $ 404,503 $ 1,939,825 Total revenue from Ethereum block-building through Builder+ $ - $ 33,033 $ 75,852 $ 404,503 $ 1,939,825 20 RESULTS OF OPERATIONS FOR THE YEARS ENDED DECEMBER 31, 2024 AND 2023 The following tables reflect our operating results for the years ended December 31, 2024 and 2023: For the Year Ended December 31, $ Change % Change 2024 2023 2024 2024 Revenues Blockchain infrastructure revenues (net of fees) $ 4,073,518 $ 1,339,628 $ 2,733,890 204 % Total revenues 4,073,518 1,339,628 2,733,890 204 % Cost of revenues Blockchain infrastructure costs 3,127,509 359,778 $ 2,767,731 769 % Gross profit 946,009 979,850 (33,841 ) (3 )% Operating expenses: General and administrative 1,672,276 1,450,724 $ 221,552 15 % Research and development 755,813 687,288 68,525 10 % Compensation and related expenses 6,598,348 2,542,336 4,056,012 160 % Marketing 80,993 12,153 68,840 566 % Realized (gains) losses on crypto asset transactions 767,375 604,269 163,106 27 % Total operating expenses 9,874,805 5,296,770 4,578,035 86 % Other income (expenses): Change in unrealized appreciation (depreciation) on crypto assets 7,683,772 12,135,648 $ (4,451,876 ) (37 )% Change in fair value of warrant liabilities (54,150 ) - (54,150 ) 100 % Other income 28,000 - 28,000 100 % Total other income (expenses) 7,657,622 12,135,648 (4,478,026 ) (37 )% Net income (loss) $ (1,271,174 ) $ 7,818,728 $ (9,089,902 ) (116 )% Revenues For the year ended December 31, 2024, revenue increased to approximately $4,073,000 compared to approximately $1,340,000 in 2023, primarily driven by the expansion of Builder+ operations.
Added
Treasury Management Philosophy The Company’s treasury management strategy is designed to balance capital efficiency, liquidity, and risk management. BTCS seeks to maintain sufficient liquidity to support ongoing operations while deploying excess digital assets in a manner intended to generate incremental on-chain returns.
Removed
These increased costs were partially offset by efficiency improvements in web service hosting fees related to NodeOps, which were reduced from approximately $325,000 in 2023 to approximately $142,000 in 2024. Cloud and server hosting costs related to Builder+ totaled approximately $125,000 in 2024.
Added
Management does not maintain a fixed allocation policy for digital assets across staking, block building support, or DeFi activities. Instead, allocation decisions are made dynamically, taking into account market conditions, protocol economics, and the Company’s capital requirements.
Removed
As we continue to expand block-building operations and increase block production, we expect cost of revenues to rise correspondingly.
Added
In certain circumstances, the Company may convert a portion of its digital asset holdings to cash to fund operations, meet obligations, or manage liquidity. Conversely, the Company may deploy cash or stablecoins into digital assets to support infrastructure operations or DeFi participation.
Removed
However, costs may grow at a greater rate than revenue in Fiscal 2025, likely reducing gross margins. 21 Operating Expenses General and Administrative Expenses General and administrative expenses increased during Fiscal 2024, primarily due to: ● Audit Fees: Increased by approximately $130,000, driven by a broader audit scope resulting from heightened operational complexity and services related to our Form S-3 registration during Fiscal 2024. ● Proxy Service Fees: Increased by approximately $120,000 related to our 2024 annual meeting and solicitation of shareholder vote. ● Order flow fees: Increase by approximately $104,000, attributed to purchases of order flow to support Ethereum block production as part of Builder+.
Added
Decentralized Finance Asset Deployment Through Imperium, BTCS deploys digital assets into decentralized finance protocols that facilitate lending, borrowing, liquidity provision, and other on-chain financial activities. These deployments are intended to enhance capital flexibility and improve risk-adjusted returns relative to traditional staking activities.
Removed
These increases were partially offset by a $119,000 reduction in legal fees, which were elevated in Fiscal 2023 due to services related to the Series V Preferred Distribution and its related listing on the Upstream Exchange.
Added
Returns generated through DeFi participation are variable and subject to factors such as protocol utilization, market demand, interest rates, liquidity conditions, and smart contract risks. Management actively monitors these factors and may adjust deployment strategies in response to changes in market conditions or protocol performance.
Removed
We anticipate that audit fees may continue to rise due to expanding operational scope, while legal and proxy-related expenses are expected to decline in Fiscal 2025. Additionally, we anticipate future increases in order flow expenditures as we scale our block-building operations.
Added
Risk Management Considerations The Company’s digital asset and treasury management activities expose it to risks including digital asset price volatility, protocol changes, smart contract vulnerabilities, and liquidity constraints. Management seeks to mitigate these risks through diversification of deployments, active monitoring of protocol performance, conservative leverage practices, and disciplined capital allocation.
Removed
Research and Development Expenses Research and development expenses increased during Fiscal 2024 as resources shifted from the beta release of our StakeSeeker platform in Fiscal 2023 to the launch of Builder+ operations and continued development of ChainQ, which launched in July 2024.
Added
The Company’s approach to digital asset custody, wallet management, and security controls is described in Item 1 - Our Business and Growth Strategy and is designed to support operational flexibility while minimizing exposure to third-party custody and counterparty risks.
Removed
We expect research and development costs to either increase or remain consistent, with a focus on cost management for third-party development services. Compensation and Related Expenses Compensation and related expenses increased significantly in Fiscal 2024, primarily due to higher equity-based compensation expenses, which totaled approximately $5,340,000, compared to approximately $1,643,000 for Fiscal 2023.
Added
Role of Digital Assets in Ongoing Operations Management believes that the active deployment of digital assets across blockchain infrastructure and DeFi activities is a core differentiator of the Company’s operating model.
Removed
A substantial portion of the equity-based compensation expense relates to performance bonus accruals for Fiscal 2024. These accruals primarily increased due to the Company’s exceeding the maximum revenue performance milestone of $3,712,500 during the year, triggering equity-based awards under employee incentive plans.
Added
As the Company continues to scale Builder+ operations and expand Imperium, digital assets are expected to remain central to the Company’s treasury strategy and overall business performance. 15 Known Trends, Market Conditions, and Uncertainties BTCS operates in blockchain infrastructure and decentralized finance (DeFi) markets that are characterized by rapid technological change, evolving market structures, and significant variability in economic outcomes.
Removed
While the total bonus amounts for officers approved for Fiscal 2024 were approximately $1,917,000 (as disclosed in Note 7 – Executive Compensation ), the portion allocated to incentive stock options was recognized at a higher GAAP expense, as required under U.S. GAAP.
Added
The Company’s operating results and financial condition are influenced by a number of known trends, market conditions, and uncertainties, many of which are interrelated.

… 451 more changes not shown on this page.

Other BTCS 10-K year-over-year comparisons