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We may not realize the anticipated benefits of our planned exit and wind down of operations in the United Kingdom, the European Union, and Australia, including our related reduction in force.

• lower labor, compliance, risk mitigation, and research and development costs as a percentage of revenues;

Such higher costs for critical data center components, potential disruptions to equipment supply chains and labor and cross-border workforce challenges could have material adverse effects on our business, financial condition and results of operations.

Our business may be adversely affected by future changes in the European Union’s regulations related to AI, which could be reflected in Icelandic and European Union countries’ domestic laws and regulations.

For example, foreign countries and governmental bodies, including the European Union ("EU") and United Kingdom

assembled workforce, and a trade name supporting crypto-based merchant transactions in the Latin America market.

… Additionally, the European Union has issued directives, commonly referred to as the Central Electronic System of Payment information, requiring payment service providers in the European Union to report certain cross-border transactions to taxing authorities on a quarterly basis. Any …

… Such rules have been adopted by numerous member and observer states of the Organization for Economic Cooperation and Development and by the European Commission on behalf of the member states of the European Union. These new rules may give rise …

Cost of revenue for Engineering for the years ended December 31, 2025 and 2024 was $50.9 million and $41.7 million, respectively. These costs consist primarily of direct materials and labor, as well as indirect manufacturing costs. Consistent with the causes of increased Engineering revenue noted above, the increase of approximately $9.2 million was primarily due to increased receipts of materials resulting in our ability to complete projects, combined with the E4A Solutions Acquisition.

… construction delays; shortages of parts or labor; increased equipment and materials costs, including those driven by inflation; delays in receiving data center components; labor disputes or work stoppages, including those arising from pandemics or other public health emergencies; unanticipated environmental …

… Wage and benefit increases to attract and retain employees in a tight labor market have driven-up labor costs. These increased costs pressure our margins and could have a negative impact on our financial results. Our ability to control labor …

● geopolitical disruption, including sudden changes in immigration policies, leading to disruption in our workforce or delay or even stoppage of our operations in manufacturing, transportation, technical support and research and development;

the United States and various other countries, including China, the European Union, Canada, and Mexico, with respect to trade

• high energy costs, supply chain disruptions (including labor availability), government regulation, and compliance costs

… This includes the European Union’s Artificial Intelligence Act, which came into force on August 1, 2024. Because of the interest in Data Tools by many governmental authorities, there may be additional laws or regulations that limit or restrict our …

… regulated financial services, intellectual property, privacy, data protection, information security, AML, counter-terrorism financing, sanctions, anti-corruption, securities, tax, labor and employment, payment network rules, commercial disputes, services, third-party relationships and other matters. The number and significance of our …

If we over-utilize our workforce, our employees may become disengaged, which could impact employee attrition. If we under-utilize our workforce, our profit margin and profitability will suffer.

The cost of providing our design services, including the extent to which we utilize our workforce, affects our profitability. The rate at which we utilize our workforce is affected by a number of factors, including:

… Such conflicts may negatively impact the acceptance of one or more digital assets by users, merchants and service providers outside the United States and may therefore impede the growth or sustainability of the digital asset economy in the European Union …

We are not an investment fund and do not intend to operate as an investment fund in the future. Nonetheless, it is possible that we may effectively be classified as the equivalent of a commodity pool (to the extent that digital assets are deemed to fall within the definition or a “commodity interest” under the Commodity Exchange Act) or an investment fund under the investment company laws of various jurisdictions, including the European Union Alternative Investment Fund Managers Directive.

… We must also compete for and retain skilled personnel with expertise in these technologies, including through workforce upskilling, in an increasingly competitive labor market. If we fail to effectively respond to technological change, evolving pricing dynamics, or competitive pressures, our …

labor availability, labor disputes, work stoppages, and/or defaults by contractors, subcontractors, and other third parties, including any limitations on such third parties’ liability;

• in May 2023, the European Union adopted Markets in Crypto Assets Regulation (“MiCA”), a comprehensive digital asset regulatory framework for the issuance and use of digital assets, like bitcoin; and

Similar laws exist in other foreign jurisdictions, including the European Union, that may impact our business activities. In addition, various U.S. federal and state government agencies and foreign government bodies may enact new or additional laws or regulations, or issue rulings that invalidate prior laws or regulations, concerning privacy, data storage, data protection, and cross-border transfer of data that could materially adversely impact our business.

The expansion and build-out of our data center campuses expose us to significant construction risks, including risks related to construction delays; lack of availability of parts and/or labor; increased prices; labor disputes and work stoppages; unanticipated environmental issues …

… Operating expenses increased primarily due to higher miner repairs of $2.9 million and increased site labor of $2.6 million driven by the expansion of operations at the Lake Mariner Data Campus. Operating expense - related party increased primarily due …

• training, managing and appropriately sizing our workforce and other components of our business on a timely and cost-effective basis;

Compensation and benefits expense include all salaries and benefits, compensation for contract labor, incentive programs for employees, payroll taxes, share-based and unit-based compensation and other employee related costs.

TMTG Sub filed a cancellation proceeding on April 12, 2024 in the European Union Intellectual Property Office (referred to as the EUIPO) against a European Union trademark registration for “Truth Social” held by Claudio Lopes. Mr. Lopes filed for his …

… For example, TMTG is currently challenging an apparent bad faith registrations of the Truth Social trademark in the European Union.

A number of our suppliers rely on foreign sources, primarily in Asia, to manufacture a portion of the products we purchase from them. As a result, any event causing a disruption of imports, including labor shortages, natural disasters, public

… Significant workforce-related legislative changes could increase our expenses and adversely affect our operations. Examples of possible workforce-related legislative changes include changes to an employer’s obligation to recognize collective bargaining units, the process by which collective bargaining agreements …

… For example, the European Union’s General Data Protection Regulation (“EU GDPR”) and the United Kingdom’s GDPR (“UK GDPR”) (collectively, “GDPR”) impose strict requirements for processing personal data. Under the GDPR, companies may face temporary or definitive bans on …

… Among other things, HITECH, through its implementing regulations, makes certain of HIPAA’s privacy and security standards directly applicable to business associates, defined as a person or organization, other than a member of a covered entity’s workforce, that creates …

… These include, among others, French and European Union laws and regulations relating to anti-corruption, anti-bribery, data protection, labor and employment, environmental matters, corporate governance and financial reporting. Failure to comply with applicable laws and regulations could result in …

Operating and maintenance costs for the year ended December 31, 2025 were $96.0 million compared to $63.8 million in the prior year period, an increase of $32.2 million or approximately 50%. The increase in operating and maintenance costs was primarily due to higher site and miner repair and maintenance costs, labor costs associated with our mining operations and higher fees related to third-party mining software utilized across our mining fleet, compared to the prior year period.

• increased exposure to events that could impair our ability to operate internationally with third parties such as problems with such third parties’ operations, finances, insolvency, labor relations, manufacturing capabilities, costs, insurance, natural disasters, public health emergencies, or other catastrophic events;

… In addition, we will need to compete for talent in a competitive market that is familiar with such technologies, including upskilling our workforce. There can be no assurance we will continue to compete effectively with our industry peers due to …

… This decrease was a result of our announcement in July 2024 to explore strategic alternatives, at which time all clinical studies were ceased and we initiated reductions in our workforce, along with the ME-344 Sale (as defined in Note …

… By way of example, since May 25, 2018, the General Data Protection Regulation (GDPR) has imposed obligations with respect to European Union personal data and substantial fines for breaches of the data protection rules and failing to comply with the …

lower labor, compliance, risk mitigation and research and development costs, operations in certain jurisdictions with lower compliance costs and substantially greater financial, technical and other resources.

… construction delays; lack of availability of parts and/or labor, increased prices as a result, in part, of inflation, and delays for data center equipment; labor disputes and work stoppages, including interruptions in work due to pandemics, epidemics, and other …

We have developed a platform that connects commercial mortgage and small business borrowers looking for debt to refinance, build, or buy commercial property, including apartment buildings, to commercial property lenders. These property lenders include traditional banks, credit unions, REITs, debt funds, and other financial

In addition to our digital asset treasury operations, we continue to operate our commercial real estate technology platform, which provides data, software subscriptions, and value-added services connecting commercial property borrowers and lenders, including banks, credit unions, REITs, debt funds, and other institutional capital providers.

… bank digital currencies (CBDCs) being developed by governments including China, the United States, the United Kingdom, and the European Union. If these alternatives are perceived as superior to Bitcoin, they could gain market share and decrease Bitcoin’s price. Additionally …

… The increase was primarily due to higher stock-based compensation and additional contract labor in support of our operations in medical services, additional support as a public company and transaction-related costs associated with the Nakamoto Merger.

… Any new personnel we hire may not be or become as productive as we expect, as we may face challenges in adequately or appropriately integrating them into our workforce and culture. If we are unable to attract and retain a …

… Supply chain disruptions resulting from factors such as tariffs, inflation, labor supply and shipping container shortages have impacted, and may continue to impact, us and our third-party manufacturers and suppliers. We are currently in the preliminary stages of building …

Human capital management is critical to our ongoing business success, which requires investing in our people. Our aim is to create a highly engaged and motivated workforce where employees are inspired by leadership, engaged in purpose-driven, meaningful work and have opportunities for growth and development.

The European Union’s Markets in Crypto Assets Regulation (“MiCA”), a comprehensive digital asset regulatory framework for the issuance and provision of services in relation to digital assets, like Bitcoin, became effective in June 2023, with various requirements phasing into …

… Within the past several years, the European Union adopted Markets in Crypto Assets Regulation (“MiCA”), a comprehensive digital asset regulatory framework for the issuance and use of digital assets, like bitcoin, the United Kingdom adopted and implemented the Financial Services …

As of December 31, 2025, we employed 28 full-time employees. None of our employees are represented by a labor union. We believe our human-capital practices - centered on meritocracy, performance-based compensation, and equity ownership - are critical to attracting and retaining top talent. We consider our relationship with our employees to be good and have not experienced any work stoppages. We also regularly engage consultants and subcontractors on an as-needed basis.

As of March 22, 2026, the Company had nine full-time employees. The Company’s limited workforce presents operational risks, including dependence on key personnel, limited redundancy in critical functions, and potential challenges in scaling operations. None of the Company’s employees are represented by a labor union or covered by a collective bargaining agreement. In addition to its employees, BTCS engages third-party contractors and consultants on an as-needed basis to support its operations.

BTCS operates as a remote-first company and believes that this approach provides access to a broader talent pool and enhances its ability to attract and retain skilled professionals. The Company’s workforce includes employees with expertise in blockchain infrastructure, software development, finance, and operations.

in April 2023, the European Union adopted Markets in Crypto Assets Regulation, a comprehensive digital asset regulatory framework for the issuance and use of digital assets, like bitcoin;

… The existence of inflation in the economy has resulted in, and may continue to result in, higher interest rates and capital costs, shipping costs, supply shortages, increased costs of labor, weakening exchange rates and other similar effects. Recently, inflation has …

… For example, China’s CBDC project was made available to consumers in January 2022, and governments including the United Kingdom, the European Union, and Israel have been discussing the potential creation of new CBDCs. Whether or not they incorporate blockchain …

… economic sanctions laws and regulations to the extent we conduct activity within the jurisdiction of other sanctions regimes, including those of the European Union and United Kingdom.

… Cost of sales for consulting services consists primarily of an allocation of a percentage of the labor costs of the employees who provide the consulting services. Cost of sales leasing. Cost of sales related to leasing was $1,749 for …

… No employees are represented by a labor union, and we have experienced no work stoppages. We believe our employee relations are good.

… executive branch, the SEC, the European Union’s Markets in Crypto Assets Regulation, among others have been active in recent years, and in the U.K., the Financial Services and Markets Act 2023, or FSMA 2023 became law. It is …

… He has extensive experience in the Offshore and European Union insurance markets in both developing the structures and implementing corporate governance. His current role includes providing risk management services to a Section 110 Investment platform in both Luxembourg and Ireland …