🧾 What This Document Is — A Preview of a Shareholder Vote

This is a preliminary proxy statement (a "PRE 14A"). Think of it as a "draft agenda" for a company's big shareholder meeting. BTCS Inc. is telling its owners (the shareholders) what they plan to vote on and providing the details they need to make informed decisions. The actual voting happens at the 2026 Annual Meeting, scheduled as a virtual call on June 8, 2026.

👉 Why it matters: This document isn't about past performance; it's about future governance and company direction. Your vote, as a shareholder, directly influences leadership, auditor choice, and how the company can use its stock to pay employees.

🏢 What The Company Does — Blockchain Technology Play

In simple terms, BTCS Inc. is a company that builds products and provides services related to blockchain and digital assets. This is the technology behind cryptocurrencies like Bitcoin. They operate in a fast-moving, volatile industry where attracting talent and securing assets are huge priorities.

👉 Why it matters: Understanding their business helps explain why they want to change their equity plan (a major proposal below). In a competitive tech field, stock-based pay is a key tool to hire and keep skilled people.

📅 Key Dates & Meeting Details

• Annual Meeting: June 8, 2026, at 10:00 AM Eastern Time (virtual only).
• Record Date: April 13, 2026. You must be a shareholder on this date to vote.
• Shares Entitled to Vote: 49,775,371 shares of Common Stock.
• How to Vote: Internet, phone, mail, or during the virtual meeting.
• Materials Available At: www.BTCS.vote

🗳️ The 7 Things Shareholders Will Vote On (The Proposals)

This is the core of the meeting. The Board recommends a "FOR" vote on all proposals.

👥 Proposal 1: Elect Three Directors

Shareholders vote to elect three people to the Board. The nominees are:

• Charles Allen (Age 50): The current CEO and Chairman, with an investment banking background.
• Charles Lee (Age 48): An independent director and the creator of Litecoin, a major cryptocurrency.
• Ashley DeSimone (Age 48): An independent director with expertise in investor relations and capital markets.

👉 Why it matters: The Board oversees the company. The mix of a CEO, a crypto founder, and a capital markets expert shows their strategic focus areas.

🧾 Proposal 2: Ratify the New Accountant

The Board appointed Forvis Mazars, LLP as the new independent auditor for 2026, replacing RBSM LLP. This vote is a standard "good governance" check.

👉 Why it matters: It confirms shareholders agree with the choice of the firm that checks the company's financial homework. The audit fee for 2025 was $611,000.

💰 Proposals 3, 4 & 5: Major Changes to the Employee Stock Plan

These three proposals are all about changing the 2021 Equity Incentive Plan. This is the pool of stock the company can give to employees, directors, and consultants.

Proposal 3: Increase the Pool

The plan currently has only 200,342 shares left for new awards. They want to increase the total authorized shares from 12 million to 24.5 million.

• Current Pool: 12,000,000 shares
• Proposed Pool: 24,500,000 shares
• Increase: 12,500,000 new shares

👉 Why it matters: To keep attracting talent in the competitive blockchain space, they need a bigger pool of stock to offer as compensation.

Proposal 4: The "Share Recycling" Amendment

They want to change the rules so that shares used for tax withholding or option exercises go back into the pool for future use, instead of being permanently used up.

👉 Why it matters: This makes the pool more efficient, stretching the value of the authorized shares.

Proposal 5: The "Evergreen" Amendment

This proposes to automatically add 2.5% of the outstanding shares to the plan's pool at the start of each fiscal year. This creates a renewable source of shares without needing a new shareholder vote each time.

👉 Why it matters: It provides a predictable, growing pool for future compensation, which is attractive for long-term planning. However, it also means shareholders give up future oversight on plan size.

⏩ Proposal 6: Adjourn the Meeting (If Needed)

This is a procedural proposal that allows the meeting to be postponed if there aren't enough votes present to make official decisions on the other proposals.

⚖️ Big Picture: Strengths & Risks

• Strengths (👍): The Board includes deep crypto expertise (Charles Lee). Their focus on equity compensation aligns employee and shareholder interests. Clear governance structures are in place (Audit, Compensation, Nominating committees).
• Risks (⚠️): The company's success is tied to the volatile crypto market. Proposal 5 (the Evergreen amendment), if approved, significantly reduces shareholder control over future dilution. The industry is highly competitive for talent.

🔮 What's Next

If shareholders approve these proposals, BTCS will:

1. Have a refreshed, smaller Board of three directors.
2. Work with a new auditing firm.
3. Have a much larger and more flexible pool of shares to reward its team, which is crucial for executing its blockchain business plan.

🧠 The Analogy

Imagine BTCS is a startup soccer team in a tough league. They need to sign top players (attract talent). Their Equity Plan is the bag of "team stake" tokens they can promise to players as part of their contract. Right now, their bag is almost empty. Proposals 3, 4, and 5 are about:

• Proposal 3: Getting a much bigger bag.
• Proposal 4: A rule that any tokens used to pay "agent fees" get returned to the bag.
• Proposal 5: A magic rule that automatically refills the bag by a little bit each year.

As a team owner (shareholder), you have to decide: do you trust the coach (Board) to handle the bigger, refilling bag wisely to build a winning team, or do you want to approve every refill yourself?

🧩 Final Takeaway

This proxy is primarily about securing BTCS's future toolkit for talent. The most consequential votes are on expanding and changing the rules of their employee stock plan (Proposals 3, 4, 5). Approval would empower management with significant flexibility for compensation in a competitive industry, but at the cost of some future shareholder oversight over potential dilution.