B Treasury Capital

The Board of Directors of B Treasury Capital AB, (“BTC AB” or the “Company”), has today resolved, pursuant to the authorisation granted by the Annual General Meeting held on 31 March 2026, to carry out a rights issue of 195,078 preference A shares (“BTC PREF”), with preferential rights for the Company's existing holders of Class B shares, (the “Rights Issue”). In connection with the Rights Issue, BTC PREF is intended to be admitted to trading on Spotlight Stock Market with first day of trading expected on 20 July 2026 (the “Listing”). The subscription price has been set at SEK 120.00 per BTC PREF. Provided that the Rights Issue is fully subscribed, the Company will receive proceeds of approximately SEK 23.4 million before issue costs. The purpose of the Rights Issue is to strengthen the Company’s capital base and support the continued execution of the Company’s Bitcoin treasury strategy. If the Rights Issue is oversubscribed, the Board of Directors may, in whole or in part, pursuant to the authorisation granted by the 2026 Annual General Meeting, resolve on an over-allotment issue of a maximum of 83,333 shares, corresponding to issue proceeds of a maximum of approximately SEK 10.0 million before issue costs (the “Over-allotment Issue”). The terms of any Over-allotment Issue will be the same as those of the Rights Issue.

NOT FOR RELEASE, DISTRIBUTION OR PUBLICATION, WHETHER DIRECTLY OR INDIRECTLY, IN OR INTO THE UNITED STATES, AUSTRALIA, BELARUS, HONG KONG, JAPAN, CANADA, NEW ZEALAND, RUSSIA, SWITZERLAND, SINGAPORE, SOUTH AFRICA, SOUTH KOREA OR IN ANY OTHER JURISDICTION WHERE THE RELEASE, DISTRIBUTION OR PUBLICATION OF THIS PRESS RELEASE WOULD BE UNLAWFUL OR REQUIRE ADDITIONAL REGISTRATION OR OTHER MEASURES.

Summary

The purpose of the Rights Issue is to strengthen the Company’s capital base and support the continued execution of the Company’s Bitcoin treasury strategy.

The Rights Issue is intended to bring capital directly onto the Company’s balance sheet without creating debt or large repayment obligations, enabling BTC AB to acquire bitcoin in a flexible and risk-efficient way.

Shareholders who are registered as holders of Class B shares in the share register maintained by Euroclear Sweden AB on the record date, 12 June 2026, have preferential rights to subscribe for BTC PREF in the Rights Issue.

For each existing Class B share held on the record date, one (1) subscription right will be received. Four (4) subscription rights will entitle the holder to subscribe for one (1) BTC PREF.

The subscription price has been set at SEK 120.00 per BTC PREF.

The subscription period in the Rights Issue runs from and including 16 June 2026 up to and including 30 June 2026. Trading in subscription rights will take place from and including 16 June 2026 up to and including 25 June 2026.

BTC PREF is the Company’s preference share. According to its terms, BTC PREF carries a preferential dividend of SEK 12.00 per year per share, payable monthly in arrears.

If the Rights Issue is fully subscribed, BTC AB will receive issue proceeds of approximately SEK 23.4 million before issue costs.

Through the Rights Issue, a maximum of 195,078 new BTC PREF may be issued, corresponding to a dilution of approximately 0.019 percent of the share capital and approximately 0.004 percent of the votes.

Subscription undertakings corresponding to approximately SEK 6.3 million, equivalent to approximately 27.1 percent of the Rights Issue, have been received. In addition, the Company has received non-binding intentions to subscribe for BTC PREF from all members of the Board of Directors and certain members of management of BTC AB, corresponding to approximately SEK 2.4 million, equivalent to approximately 10.2 percent of the Rights Issue. The intentions to subscribe are not legally binding and do not constitute formal commitments to subscribe.

The estimated date for announcement of the outcome of the Rights Issue is 2 July 2026.

If the Rights Issue is oversubscribed, the Board of Directors may, in whole or in part, pursuant to the authorisation granted by the 2026 Annual General Meeting, resolve on an Over-allotment Issue of a maximum of 83,333 shares, corresponding to issue proceeds of a maximum of approximately SEK 10.0 million before issue costs. The terms of any Overallotment Issue will be the same as those of the Rights Issue.

Background and reasons for the Rights Issue

BTC AB is a Sweden-based company with Bitcoin as its core reserve asset. The Company is a pure-play Bitcoin treasury company operating under a Swedish corporate equity structure. As a dedicated operator in Bitcoin treasury management, BTC AB focuses on acquiring, securing and maintaining Bitcoin as part of a long-term capital strategy.

The Rights Issue is carried out to strengthen the Company’s capital base and support the continued execution of the Company’s Bitcoin treasury strategy. The net proceeds are intended to be used primarily for additional acquisitions of bitcoin and for liquidity reserve purposes related to the Company’s preference share structure.

The preference share structure is intended to allow BTC AB to raise equity capital without creating debt or large repayment obligations. The structure is also intended to enable BTC AB to prudently increase its amplification through preferred equity, with the objective of accelerating growth in Bitcoin per Share while limiting dilution for ordinary equity shareholders.

BTC PREF carries a preferential dividend and has a liquidation preference corresponding to the redemption amount. BTC AB may redeem all or some of the BTC PREF in accordance with the terms set out in the Company’s articles of association and the information document.

Background and reasons for the Listing
In connection with the Rights Issue, BTC AB has applied for admission to trading of BTC PREF on Spotlight Stock Market. The first day of trading is expected to be on or around 20 July 2026.

Following the directed issue of preference shares in December 2025, the Company now seeks to broaden its shareholder base through the Rights Issue, and the Listing provides an organised secondary market and transparent pricing for existing and new holders. The preference share is a key part of the Company's financing strategy, as the Board considers it an effective instrument for raising capital for its Bitcoin treasury strategy without increasing financial leverage or diluting ordinary shareholders.

The Rights Issue

The Board of Directors has resolved to carry out the Rights Issue. For each existing Class B share held on the record date, one (1) subscription right will be received. Four (4) subscription rights will entitle the holder to subscribe for one (1) BTC PREF. The subscription price has been set at SEK 120.00 per BTC PREF.

Provided that the Rights Issue is fully subscribed, the Company will receive approximately SEK 23.4 million before transaction related costs.

Upon full subscription, 195,078 BTC PREF will be issued, and the Company’s share capital will increase by SEK 97.5390, corresponding to a dilution of approximately 0.019 percent of the share capital and approximately 0.004 percent of the votes.

Shareholders who do not participate in the Rights Issue have the possibility to receive certain financial compensation by selling their subscription rights. In order not to lose the value of the subscription rights, the holder must either exercise the subscription rights to subscribe for BTC PREF or sell them during the period for trading in subscription rights.

If not all BTC PREF are subscribed for with subscription rights, the Board of Directors shall, within the maximum amount of the Rights Issue, resolve on allotment of BTC PREF subscribed for without subscription rights in accordance with the following.

First, allotment shall be made to those who have subscribed for BTC PREF with subscription rights, regardless of whether the subscriber was a shareholder on the record date or not, and, in the event that allotment to these subscribers cannot be made in full, allotment shall be made pro rata in relation to the number of subscription rights exercised for subscription of BTC PREF and, to the extent this cannot be done, by drawing of lots. Second, allotment shall be made to others who have subscribed for BTC PREF without subscription rights, and, in the event that allotment to these subscribers cannot be made in full, allotment shall be made pro rata in relation to the number of BTC PREF subscribed for by each person and, to the extent this cannot be done, by drawing of lots.

Subscription undertakings

A number of external investors have entered into subscription undertakings to subscribe for BTC PREF in the Rights Issue, corresponding in aggregate to approximately SEK 6.3 million, equivalent to approximately 27.1 percent of the Rights Issue. The individual subscription undertakings are set out in the table below. The subscription undertakings are not secured through bank guarantees, blocked funds, pledges or similar arrangements. No remuneration is paid for the subscription undertakings. The Rights Issue is not covered by guarantee commitments.

Subscriber                           I Number of BTC PREF        I Amount (SEK)
Tobias Persson Rosenqvist I 50,000                                I 6,000,000
Niklas Estensson                 I 2,500                                  I 300,000
Mikael Koponen                   I 300                                     I 36,000
Total                                     52,800                                   6,336,000

In addition, all members of the Board of Directors and certain members of management of BTC AB have expressed non-binding intentions to subscribe for BTC PREF in the Rights Issue, corresponding in aggregate to approximately SEK 2.4 million, equivalent to approximately 10.2 percent of the Rights Issue. These intentions reflect the relevant persons’ current intention to participate in the Rights Issue but are not legally binding and do not constitute formal subscription commitments.

Preliminary timetable for the Rights Issue, all dates refer to 2026 unless otherwise stated

10 June: Last day of trading in Class B shares including the right to receive subscription rights

11 June: First day of trading in Class B shares excluding the right to receive subscription rights

12 June: Record date for participation in the Rights Issue

15 June: Publication of the information document

16 June to 25 June: Trading in subscription rights on Spotlight Stock Market

16 June to 30 June: Subscription period in the Rights Issue 16 June to until the Rights Issue is registered with the Swedish Companies Registration Office (Sw. Bolagsverket): Estimated trading in paid subscribed shares on Spotlight Stock Market

2 July: Estimated date for announcement of the outcome of the Rights Issue

14 July: Estimated registration of the Rights Issue with the Swedish Companies Registration Office

20 July: Estimated first day of trading in BTC PREF on Spotlight Stock Market

Change in share capital and number of shares

If the Rights Issue is fully subscribed, the Company’s share capital will increase by a maximum of SEK 97.5390, from SEK 500,416.7505 to SEK 500,514.2895. The number of shares will increase by a maximum of 195,078 BTC PREF, from 1,000,833,501 shares to 1,001,028,579 shares (consisting of 499,999,900 Class A shares, 780,313 Class B shares, 499,992,888 Class C shares and 255,478 BTC PREF). This corresponds to a dilution of approximately 0.019 percent of the share capital and approximately 0.004 percent of the votes.

Information document

Full terms and instructions for the Rights Issue as well as additional information about the Company will be set out in the information document, which is expected to be published on 15 June 2026. The information document and application form will be available at btc.se and at the dedicated page btc.se/pref.

Over-allotment Issue

If the Rights Issue is oversubscribed, the Board of Directors may, pursuant to the authorisation granted by the 2026 Annual General Meeting, resolve in whole or in part on an Over-allotment Issue. The Over-allotment Issue may comprise up to 83,333 shares, corresponding to maximum issue proceeds of approximately SEK 10.0 million before issue costs. The terms of any Over-allotment Issue will be the same as those of the Rights Issue. When resolving on the Over-allotment Issue, the Board of Directors shall determine allotment in accordance with the principles for allotment applied in the Rights Issue. The reason for the deviation from the shareholders' preferential rights is to accommodate a higher demand than initially anticipated in the event of oversubscription in the Rights Issue, and to enable the Company to receive additional issue proceeds in such case. The right to subscribe for shares in the Over-allotment Issue shall accrue to those who have subscribed for shares in the Rights Issue without receiving full allotment.

The Over-allotment Issue means that the share capital may increase by a maximum of an additional SEK 41.6665 and that the number of shares may increase by a maximum of an additional 83,333 shares, which, together with the Rights Issue, corresponds to a dilution of approximately 0.028 percent of the share capital and approximately 0.005 percent of the votes in the Company following registration of the new shares with the Swedish Companies Registration Office.

Advisors

Eminova Partners acts as financial advisor in connection with the Rights Issue. Aqurat Fondkommission AB acts as issuing agent in connection with the Rights Issue.

Important information

The information in this press release does not constitute an offer to acquire, subscribe for or otherwise trade in shares, preference shares, subscription rights or other securities in BTC AB. No action has been taken, and no action will be taken, to permit a public offering in any jurisdiction other than Sweden. Invitation to eligible persons to subscribe for BTC PREF in BTC AB will only be made through the information document published by the Company.

The information in this press release may not be released, published or distributed, directly or indirectly, in or into the United States, Australia, Belarus, Hong Kong, Japan, Canada, New Zealand, Russia, Switzerland, Singapore, South Africa or South Korea or any other jurisdiction where such action would be unlawful, subject to legal restrictions or require measures other than those required under Swedish law. Any action in violation of this instruction may constitute a breach of applicable securities legislation. This press release does not constitute an offer or invitation to acquire or subscribe for securities in the United States. No shares, preference shares, subscription rights or other securities issued by the Company, the “Securities”, have been or will be registered under the United States Securities Act of 1933, the “Securities Act”, or the securities legislation of any state or other jurisdiction in the United States, and no Securities may be offered, subscribed for, exercised, pledged, sold, resold, delivered or transferred, directly or indirectly, in or into the United States, except pursuant to an applicable exemption from, or in a transaction not subject to, the registration requirements of the Securities Act and in accordance with the securities legislation of the relevant state or other jurisdiction in the United States. The Securities have neither been approved nor registered, and will not be approved or registered, by the United States Securities and Exchange Commission, any state securities authority or any other authority in the United States. Nor has any such authority assessed or expressed an opinion on the offering or the accuracy and reliability of the information document. To assert otherwise is a criminal offence in the United States.

This press release is not a prospectus within the meaning of Regulation EU 2017/1129, the “Prospectus Regulation”, and has not been approved by any regulatory authority in any jurisdiction. In an EEA Member State other than Sweden, this communication is only intended for and directed only at “qualified investors” in the relevant Member State within the meaning of the Prospectus Regulation.

In the United Kingdom, this document and other materials relating to the securities referred to herein are distributed and directed only to, and any investment or investment activity to which this document relates is available only to and will be engaged in only with, “qualified investors” within the meaning of the UK version of Regulation EU 2017/1129, which forms part of UK law by virtue of the European Union Withdrawal Act 2018, who are i persons having professional experience in matters relating to investments and who fall within the definition of “investment professionals” in article 19 5 of the Financial Services and Markets Act 2000 Financial Promotion Order 2005, the “Order”, ii “high net worth entities” etc. as referred to in article 49 2 a to d of the Order, or iii such other persons to whom such investment or investment activity may lawfully be directed under the Order, all such persons together being referred to as “relevant persons”. Any investment or investment activity to which this communication relates is available in the United Kingdom only to relevant persons and will be engaged in only with relevant persons. Persons who are not relevant persons should not take any action based on this document and should not act or rely on it.

Forward-looking statements

This press release contains certain forward-looking information that reflects the Company’s current view of future events as well as financial and operational development. Words such as “intends”, “assesses”, “expects”, “may”, “plans”, “believes”, “estimates” and other expressions that indicate predictions or indications of future development or trends, and that are not based on historical facts, constitute forward-looking information. Forward-looking information is by its nature associated with both known and unknown risks and uncertainties, since it depends on future events and circumstances. Forward-looking information does not constitute a guarantee of future results or development, and actual outcomes may differ materially from what is expressed or implied in forward-looking information.

For further information, please contact:

Christoffer De Geer, CEO

Email: hello@btc.se

Website: www.btc.se

About BTC AB
BTC AB is a Sweden-based company with Bitcoin as its core reserve asset. The Company is a pure-play Bitcoin treasury company operating under a Swedish corporate equity structure. As a dedicated operator in Bitcoin treasury management, BTC AB focuses on acquiring, securing and maintaining Bitcoin as part of a long-term capital strategy. BTC AB is listed on Spotlight Stock Market.

This information is information that B Treasury Capital AB (publ) is obliged to make public pursuant to the EU Market Abuse Regulation 596/2014. The information was submitted for publication through the agency of the contact person set out above on 5 June 2026 at 12.00 CEST.