UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
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FORM
CURRENT REPORT
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Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
On March 13, 2026, upon the recommendation of the Compensation Committee of the Board of Directors (the “Board”) of BTCS Inc. (the “Company”), the Board approved revisions to the Company’s 2026 Annual Performance Incentive Program applicable to the Company’s executive officers and employees.
These revised milestones replace the performance milestones previously disclosed in the Company’s Current Report on Form 8-K filed January 5, 2026.
Revision to 2026 Annual Performance Incentive Program
The Company’s revised executive and company-wide compensation program for 2026 reflects a continued focus on aligning leadership and employee incentives with measurable performance outcomes, particularly in areas critical to the Company’s operational and financial success. Similar to 2025, executive officers of the Company will not receive any discretionary bonuses in 2026. The following revised performance milestones will serve as the sole determinant of annual incentive compensation in 2026, reflecting the Company’s ongoing emphasis on a results-driven methodology. The revised 2026 annual performance incentive program includes clearly defined milestones weighted toward revenue generation, gross profit, and financial liquidity, as detailed in the table below:
| Milestones | Weight | Threshold | Target | Cutoff | ||||||||||||
| Revenue (2026) | 25 | % | $ | 15,000,000 | $ | 20,000,000 | $ | 35,000,000 | ||||||||
| Gross Profit | 50 | % | $ | 4,500,000 | $ | 6,000,000 | $ | 10,500,000 | ||||||||
| Cash & Crypto (any 20 consecutive calendar days in 2026) | 25 | % | $ | 276,250,000 | $ | 325,000,000 | $ | 568,750,000 | ||||||||
The revenue milestone now carries a reduced weight of 25% of each individual’s respective target incentive compensation, down from 75%, underscoring the Company’s prioritization of Gross Profit in 2026.
The new Gross Profit milestone carries a significant weight of 50% of each individual’s respective target incentive compensation.
The cash & crypto liquidity milestone, weighted at 25% of each individual’s respective target incentive compensation, is designed to ensure financial stability and strategic agility.
Payouts for all metrics range from 20% at the threshold level to a maximum of 250% at the cutoff level based on each individual’s respective target incentive compensation. To the extent any payout exceeds an individual’s target amount, the excess will be paid in stock options with a 7-year term that have an exercise price equal to the fair market value of the Company’s common stock at the time of grant and are subject to 1-year vesting from the date of grant, subject to continued employment.
Item 9.01 Financial Statements and Exhibits
(d) Exhibits.
| Exhibit No. | Description | |
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document) |
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| BTCS INC. | ||
| Date: March 16, 2026 | By: | /s/ Charles W. Allen |
| Name: | Charles W. Allen | |
| Title: | Chief Executive Officer | |