The Board of Directors of B Treasury Capital AB (“BTC AB”) has today resolved to propose that an extraordinary general meeting in BTC AB approves the introduction of a new share class – Class A Preference Shares. As a next step, BTC AB intends to explore the possibility of carrying out a directed issue of Class A Preference Shares to institutional and other professional investors during Q4 2025 and a rights issue of Class A Preference Shares to all shareholders in BTC AB during the second half of 2026. Certain members of the board of directors, as well as the CEO Christoffer De Geer, have expressed their intention to participate with an investment in Class A Preference Shares of up to SEK 10 million in aggregate. The Class A Preference Shares are envisaged to be issued at a price of SEK 120 per share, with preferential rights to dividend of SEK 12.00 per year.

Background and reasons

The introduction of Class A Preference Shares represents one of the most efficient ways for BTC AB to generate sustainable bitcoin per share growth. Compared to other financing alternatives, preference shares provide a number of clear strategic advantages:

• Brings capital directly onto the balance sheet without creating debt or large repayment obligations, enabling BTC AB to acquire bitcoin in a flexible, risk-efficient way
• Allows BTC AB to benefit from the long-term trend of fiat currency depreciation relative to bitcoin appreciation, creating potential to deliver direct returns measured in bitcoin to ordinary shareholders
• Resilient alternative to leveraging bitcoin holdings
• Increases bitcoin exposure with limited dilutive effect for ordinary equity shareholders

Dividend distributions on the Class A Preference Shares can be supported in multiple ways, including through premiums in future directed issues, issuance of convertible debt, secured borrowing against BTC holdings, issuance of new preference shares, earning yield on its assets or, if necessary, by selling a portion of the Company’s bitcoin. In a stress scenario, the Company also retains the option to defer dividends, which would accumulate and be paid out as soon as conditions allow.

“Inspired by the trail blazed by Strategy’s preferred share offerings earlier this year, we are proud to introduce the same innovative model to the Nordics – starting with a monthly-payout, non-convertible preference share tailored to Nordic investors.” – Christoffer De Geer, CEO, BTC AB

Terms, conditions and indicative timetable

The proposed new Class A Preference Shares are envisaged to have the following key characteristics:

• Initial subscription price: SEK 120.00 per share
• Preferential right to dividend: SEK 12.00 per year per share, payable monthly in arrears
• First dividend: Dividend will accrue from 1 November 2025. Earliest distribution of dividend will be following the adoption of the annual accounts by the annual general meeting 2026
• Redemption: BTC AB may redeem all or some of the shares at a price per share of SEK 120
• Liquidation preference: Preferential right to BTC AB’s assets upon its dissolution corresponding to the redemption amount
• Listing venue: To be listed on Spotlight Stock Market during the first half of 2026 in connection with the contemplated rights issue

For further details, please refer to the proposed new articles of association that will be set out in the notice to the extraordinary general meeting, to be published separately.

Following the extraordinary general meeting’s adoption of the new articles of association, the contemplated new issue of Class A Preference Shares is envisaged to be completed in two steps, with a first issue in a size within the range of 10-15 per cent of the balance sheet total, meaning the preference share capital would be 7.5-10x collateralized with a highly liquid asset. This substantial over-collateralization ensures that even in a severe market downturn, BTC AB’s bitcoin holdings retain sufficient value to protect preference shareholders, while at the same time keeping the risk to B-shareholders at a substantially lower level than in companies relying on dept financing. The Class A Preference Shares will be directed to institutional and other professional investors during Q4 2025, subject to market conditions. Certain members of the board of directors, as well as the CEO Christoffer De Geer, have expressed their intention to participate with an investment in Class A Preference Shares of up to SEK 10 million in aggregate. The second step, a rights issue to the ordinary Class B shareholders in BTC AB, is expected to close during the first half of 2026, subject to market conditions as well as BTC AB preparing and registering a prospectus with the Swedish Financial Supervisory Authority (Sw. Finansinspektionen). The first distribution of dividends on the Class A Preference Shares is envisaged to be made during the first half of 2026, subject to the approval by the annual general meeting 2026 in BTC AB.

Extraordinary general meeting

The Board of Directors has resolved to propose that an extraordinary general meeting of BTC AB resolves to adopt new articles of association whereby a new share class, Class A Preference Shares, is introduced. The Board of Directors will also propose that the general meeting authorizes the Board of Directors to resolve on issues of Class A Preference Shares with or without preferential rights for the existing shareholders in BTC AB.

A notice to the extraordinary general meeting will be published separately within short.

This communication contains certain forward-looking statements concerning BTC AB’s intentions, beliefs or current expectations. Such statements are identified by including terms such as "intention", or similar expressions. Such statements are subject to a number of important risks and uncertainties, and actual results may differ materially from those expressed or implied in the forward-looking statements. Factors, including risks and uncertainties, that could cause these differences include, but are not limited to: market growth and volatility as well as regulatory changes and developments. Any forward-looking statements speak only as of the date hereof. BTC AB does not undertake any obligation to update any forward-looking statements.

For further information, please contact:

Christoffer De Geer, CEO

Email: hello@btc.se
B Treasury Capital AB
https://btc.se/
https://x.com/BitcoinTCAB

This information is information that B Treasury Capital AB is obliged to make public pursuant to the EU Market Abuse Regulation. The information was submitted for publication through the agency of the contact person set out above on 2025-09-11 17:30 CEST.