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Capital B confirms the acquisition of 5 BTC for EUR 0.32 million, the holding of a total of 2,828 BTC, and a BTC Yield of 0.1% YTD

Capital B confirms the acquisition of 5 BTC for €0.32 million,
the holding of a total of 2,828 BTC,
and a BTC Yield of 0.1% YTD

  • Final conversion of BSA 2025 -01 into ordinary shares of the Company, for an amount of €0.21M
  • Final conversion of a capital increase at €0.78 per share, for an amount of €0.15M, under the "ATM" type capital increase contract with TOBAM
  • Acquisition of 5 BTC for an amount of 0.32 M€
  • BTC Yield of 0.1 % since the beginning of the year and 0.1 % since the beginning of the quarter
  • BTC Gain of 3.6 BTC since the beginning of the year and 3.6 BTC since the beginning of the quarter
  • BTC € Gain of € 0.2 M since the beginning of the year and €0.2 M since the beginning of the quarter
  • Total group holdings of 2,828 BTC with an acquisition value of €263.5 million at €93,164 per bitcoin, corresponding to the average unitary acquisition cost of the BTC held as part of the Bitcoin Treasury Company strategy

Puteaux, February 9, 2026: Capital B (The Blockchain Group, ISIN: FR0011053636, ticker: ALCPB) (the “Company”), listed on Euronext Growth Paris, Europe's first Bitcoin Treasury Company, holding subsidiaries specialized in Data Intelligence, AI, and decentralized technology consulting and development, and corporate treasury, announces the final conversion of BSA 2025-01 into ordinary shares of the Company, for an amount of €0.21M. The Company also announces the final completion of a capital increase at €0.78 per share, for an amount of €0.15M, under the “ATM” type capital increase contract with TOBAM. The Company has thus acquired 5 BTC for an amount of 0.32 M€. The Group has achieved since the beginning of the year a 'BTC Yield' of 0.1%, a 'BTC Gain' of 3.6 BTC, and a 'BTC € Gain' of 0.2 M€. As of today, Capital B and its subsidiary The Blockchain Group Luxembourg SA hold a total of 2,828 BTC as part of the Bitcoin Treasury Company strategy, with an acquisition value of €263.5 million, based on an average price of €93,164 per bitcoin. A detailed presentation of the Company's Bitcoin Treasury Company strategy, focused on increasing the number of bitcoin per fully diluted share over time, is available on the Company's website: https://cptlb.com/about/who-we-are/

Conversion of BSA into ordinary shares of the Company

On April 7, 2025, the Company announced the free grant of BSA 2025-01 warrants to its shareholders to accelerate its Bitcoin strategy, on the basis of 7 BSA 2025-01 warrants for 1 new ordinary share at a subscription price of €0.544 per share.

The Company hereby confirms the conversion of 2,737,497 BSA 2025-01 warrants into 391,071 new ordinary shares of the Company, for a total amount of €212,742.62.

The Company specifies that the BSA 2025-01 to be issued are already included in the Company's fully diluted vision, therefore resulting in no additional shares on a fully diluted basis.

The main terms of the BSA 2025-01 issue were set out in the press release dated April 7, 2025.

Capital increase as part of the “ATM-type” capital increase program with TOBAM

Making use of the delegation of authority granted to him by the Board of Directors on January 02, 2026, itself acting under the 12th resolution approved by the General Meeting of Shareholders on June 10, 2025, the Company's Chief Executive Officer decided to carry out a capital increase for a total amount of €150,000.94 (including share premium), through the issuance of 193,492 new ordinary shares at an average subscription price of €0.78 per share.

The Company combined in this press release the subscription requests received from TOBAM between January 27 and January 30, 2026, and the subscription price has been determined in accordance with the terms of the ATM Agreement renewed on January 26, 2026, namely:

  • The subscription price for each request is equal to the highest of (i) the closing price of the trading day preceding the request, (ii) the euro equivalent of a multiple of “mNAV”, defined and adjustable by the Company, of the trading day preceding the request, and (iii) the floor price provided for in the resolution of the relevant Extraordinary General Meeting (EGM) (e.g., to date, a floor price set by the Company's extraordinary general meeting of June 10, 2025 corresponding to the average of the VWAPs of the last 20 trading days preceding the request -15%); and
  • The number of shares requested cannot exceed 21% of the trading volume of the trading day preceding the request.

The shares issued will be admitted to trading on Euronext Growth in Paris (offer compartment).

The transaction does not require the preparation of a prospectus subject to approval by the AMF.

Given the volatility of the share price observed during the period, the average rounded subscription price of €0.78 represents a premium of 14% compared to the closing price on the trading day preceding this press release.

In accordance with the Program, the Chief Executive Officer has waived shareholders' preferential subscription rights in favor of the investors to whom the offer is addressed, in the proportions set out below:

Investor Number of shares Rounded average price
/ share (€)
Amount (€)
TOBAM Bitcoin Enhanced Fund 65,020  €0.77  €50,000.38
TOBAM Bitcoin
Alpha Fund
65,020  €0.77  €50,000.38
TOBAM Bitcoin Treasury Opportunities Fund 63,452  €0.79  €50,000.18
TOBAM BTC Linked and Blockchain Equity Fund - - -
MDP - TOBAM Global Blockchain Equity Fund - - -
TOTAL 193,492 €0.78 €150,000.94

Impact of the operations on the distribution of the Company's share capital

The impact of the completion of the operations described above on the distribution of the Company's share capital is as follows:

  Current Situation Fully diluted basis (*)
Shareholders Number of shares  % capital Number of shares  % capital
Executives 18,842,695 8.28% 20,253,861 5.19%
Fulgur Ventures 10,000,000 4.40% 155,588,780 39.91%
Adam Back 36,157,228 15.90% 37,412,138 9.60%
TOBAM 12,041,090 5.29% 15,747,044 4.04%
UTXO Management 4,285,289 1.88% 8,529,767 2.19%
Peak Hodl Ltd 2,500,000 1.10% 2,500,000 0.64%
Public & Institutional 143,642,329 63.15% 149,856,430 38.44%
TOTAL 227,468,631 100% 389,888,020 100%

(*) Calculations performed based on the number of shares comprising the Company's share capital as of the press release date, adding the shares resulting from (i) the conversion of all OCA issued or announced, (ii) the issuance under legal adjustment measures for the benefit of holders of OCA Tranche 1 issued or exercised to date, and (iii) the free shares granted by the Company to certain employees and corporate officers, but not yet definitively acquired by their beneficiaries, the number of which amounts to 544,510 as of the date of this press release, noting that the Company is authorized to issue additional free shares within the limit provided by the resolutions of the general meeting of June 10, 2025. The Company indicates that the fully diluted base conservatively includes the potential addition of shares to its share capital resulting from (i) the conversion of BSA 2025-01 issued as announced on April 7, 2025, as well as (ii) legal adjustment measures for the benefit of holders of OCA A-01 and B-01 not yet exercised to date. The Company also reminds that the fully diluted base does not include shares that may correspond to the amounts not yet subscribed as of the date of the €300M capital increases authorized for the benefit of TOBAM.

The Company indicates that it has, on a conservative basis, included in the fully diluted share basis the shares that may be issued upon potential future exercise of BSA 2025-01 and of potential future subscription of legal adjustment measures for OCA A-01 and B-01 holders. Consequently, any potential future exercise of existing BSA or legal adjustment measures announced by the Company will result in no additional share added to the fully diluted basis.

Expansion of the Company's bitcoin holdings

Capital B announces the final completion of the acquisition of an additional 5 BTC using the proceeds from the final completion of the operation described above, as part of the continuation of its Bitcoin Treasury Company strategy.

Swissquote Bank Europe SA, a virtual asset service provider (VASP) registered with the Luxembourg regulator (CSSF), executed the acquisition of the BTC using the proceeds from the capital increase operation and was entrusted with their secure custody via the technological solution of Swiss company Taurus.

Detail of the Group's BTC acquisitions:

Reported Date BTC Acquisition BTC Acquisition € Cost Basis Total BTC Holdings Total BTC € Cost Basis1 Total BTC € Cost Total BTC € Net Asset Value 2
February 9, 2026 5  €64,124 2,828  €93,164  €263,466,929  €168,062,384
November 25, 2025 5  €88,968 2,823  €93,215  €263,146,305  €213,319,995
October 20, 2025 6  €96,231 2,818  €93,223  €262,701,464  €271,178,254
September 29, 2025 12  €95,935 2,812  €93,216  €262,124,079  €269,770,581
September 22, 2025 551  €99,272 2,800  €93,205  €260,972,853  €277,962,677
September 15, 2025 48  €98,575 2,249  €91,718  €206,273,769  €221,695,332
August 11, 2025 126  €98,746 2,201  €91,568  €201,542,166  €217,339,641
August 5, 2025 62  €99,889 2,075  €91,133  €189,100,187  €207,269,347
July 28, 2025 58  €102,211 2,013  €90,863  €182,907,079  €205,751,541
July 21, 2025 22  €101,112 1,955  €90,526  €176,978,818  €197,674,331
July 14, 2025 29  €95,225 1,933  €90,406  €174,754,350  €184,069,828
July 7, 2025 116  €92,175 1,904  €90,332  €171,992,827  €175,501,059
June 30, 2025 60  €91,879 1,788  €90,213  €161,300,535  €164,280,027
June 23, 2025 75  €91,792 1,728  €90,155  €155,787,783  €158,616,662
June 17, 2025 182  €93,264 1,653  €90,081  €148,903,379  €154,165,568
June 2, 2025 624  €96,447 1,471  €89,687  €131,929,311  €141,874,161
May 22, 2025 227  €93,518 847  €84,706  €71,746,119  €79,209,857
March 26, 2025 580  €81,550 620  €81,480  €50,517,503  €50,560,770
December 4, 2024 25  €90,511 40  €80,468  €3,218,718  €3,261,985
November 5, 2024 15  €63,729 15  €63,729  €955,941  €1,223,244
  1. The Total BTC € Cost Basis corresponds to the average unitary acquisition cost of the BTC held as part of the Bitcoin Treasury Company strategy.
  2. For all press releases up to and including 20 October 2025, the Total BTC € Net Asset Value was calculated by multiplying the Total BTC Holdings as of the date reported in the above table by the latest BTC Acquisition € Cost Basis on that same date.

Given the recent volatility in the price of BTC, the Company specifies that, starting 25 November 2025, the Total BTC € Net Asset Value is now calculated by multiplying the Total BTC Holdings as of the reported date by the BTC price at 18:00 CET on the trading day preceding the press release (source: Boursorama).

Achievement of a ‘BTC Yield' of 0.1% YTD and 0.1% QTD

The Group has achieved a 'BTC Yield' of 0.1% YTD and 0.1% QTD. The details are as follows:

Year To Date (YTD):

Reported Date Total BTC Holdings Issued Common Shares Fully Diluted Shares1 BTC (sats) per Fully Diluted Share2 ‘BTC Yield' YTD3 ‘BTC Gain' YTD ‘BTC € Gain' YTD
February 9, 2026 2,828 227,468,631 391,728,020 721.9 0.1% 3.6  €216,272
November 25, 2025 2,823 226,884,068 391,534,528 721 1,658.5% 663.4  €59,022,899

Note on the BTC holdings at the date of this press release : the Company indicates that it currently holds an additional 59.5 BTC for its operational needs, and precises that these BTC are segregated from its Bitcoin reserve held under its Bitcoin Treasury Company strategy and are in this regard not included in the key performance indicators published by the Company.

Quarter To Date (QTD):

Reported Date Total BTC Holdings Issued Common Shares Fully Diluted Shares1 BTC (sats) per Fully Diluted Share2 ‘BTC Yield' QTD3 ‘BTC Gain' QTD ‘BTC € Gain' QTD
February 4, 2026 2,828 227,468,631 391,728,020 721.9 0.1% 3.6  €216,272
November 25, 2025 2,823 226,884,068 391,534,528 721 0.1% 3.9  €347,471

(1) The number of shares on a fully diluted basis includes (i) the total number of ordinary shares outstanding, (ii) the shares that would be issued as a result of the conversion of all of the Company's convertible bonds currently issued, (iii) the free shares granted by the Company to certain of its employees and corporate officers, but which have not yet been definitively acquired by their beneficiaries, and the number of which amounts to 544,510 as of the date of this press release, (iv) an additional number of free shares not yet granted, but which may be granted and are included conservatively as part of the Company's Bitcoin Treasury Company strategy. As of the date of this press release, the Company has thus included an indicative number of 1,840,000 additional free shares not yet granted in the number of shares on a fully diluted basis, solely for the purposes of the Company's KPIs, in order to anticipate the impact of these potential future grants on a conservative basis. It is specified that this number may be subject to change, within the limit provided by the resolutions of the general meeting of June 10, 2025. The Company specifies that the number of shares on a fully diluted basis is adjusted to reflect only the transactions definitively completed to date (i.e., excluding ongoing transactions), and conservatively includes the shares that may be issued as a result of the potential future exercise of the BSA and adjustment measures for the holders of OCA A-01 and B-01. Consequently, any future exercise of the BSA or any adjustment measures announced by the Company will not result in any additional shares on a fully diluted basis.

(2) BTC per Fully Diluted Share is calculated by dividing Total BTC Holdings by the Fully Diluted Shares outstanding at the end of each period. The result is then expressed as satoshis (sats) per Fully Diluted Shares outstanding, rounded down. There are 100,000,000 sats in 1 BTC. Each sat represents 0.00000001 BTC, the smallest unit of bitcoin.

(3) The BTC Yield takes into account a fully diluted basis that includes the shares that may be issued as a result of potential future exercise of BSA and legal adjustment measures subscription for OCA A-01 and B-01 holders, reflecting a conservative view of the number of BTC per share on a fully diluted basis. As a result, any future BTC acquisition related to these types of transactions will result in an increase in the number of BTC held with no additional share added on a fully diluted basis.

  •  

Important information about ‘BTC Yield', ‘BTC Gain', and ‘BTC € Gain' KPIs

The Company uses ‘BTC Yield', ‘BTC Gain' and ‘BTC € Gain' as indicators to monitor its Bitcoin Treasury Company strategy. These indicators illustrate the manner in which the Company finances the acquisition of bitcoin in a given period by:

  • ‘BTC Yield': indicator reflecting the percentage change in the ratio of Total BTC Holdings to Fully Diluted Shares outstanding over a given period;
  • ‘BTC Gain': indicator that represents the number of BTC held by the Company at the beginning of a period multiplied by the ‘BTC Yield' for such period; and
  • ‘BTC € Gain': indicator representing the euro value of the ‘BTC Gain' calculated by multiplying the ‘BTC Gain' by the acquisition cost per BTC of the last acquisition of the applicable period. The Company has selected the last acquisition of the applicable period to determine the market price of bitcoin solely for the purpose of facilitating this illustrative calculation.

These indicators will be communicated periodically by the Company as part of its Bitcoin Treasury Company strategy, notably on a half-yearly and annual basis.

When the Company uses these KPIs, it also takes into account the various limitations of these metrics, including that they do not take into account debt and other liabilities and claims on company assets that would be senior to common equity, and that these indicators assume that all indebtedness will be refinanced or, in the case of the Company's (or its subsidiaries') convertible debt instruments, converted into shares of common stock in accordance with their respective terms.

Additionally, ‘BTC Yield' is not, and should not be understood as, an operating performance measure or a financial or liquidity measure. In particular, ‘BTC Yield' is not equivalent to “yield” in the traditional financial context. It is not a measure of the return on investment the Company's shareholders may have achieved historically or can achieve in the future by purchasing stock of the Company, or a measure of income generated by the Company's operations or its bitcoin holdings, return on investment on its bitcoin holdings, or any other similar financial measure of the performance of its business or assets. ‘BTC Gain' and ‘BTC € Gain' are not, and should not be understood as, operating performance measures or financial or liquidity measures. In particular, ‘BTC Gain' and ‘BTC € Gain' are not equivalent to “gain” in the traditional financial context. They also are not measures of the return on investment the Company's shareholders may have achieved historically or can achieve in the future by purchasing stock of the Company, or measures of income generated by the Company's operations or its bitcoin holdings, return on investment on its bitcoin holdings, or any other similar financial measure of the performance of its business or assets. It should also be understood that ‘BTC € Gain' does not represent a fair value gain of the Company's bitcoin holdings, and ‘BTC € Gain' may be positive during periods when the Company has incurred fair value losses on its bitcoin holdings.

The trading price of the Company's common stock depends on numerous factors in addition to the quantity of bitcoins the Company holds and number of actual or potential shares of its stock outstanding, and as a result, the market value of the Company's shares may trade at a discount or a premium relative to the market value of the bitcoin the Company holds, and neither ‘BTC Yield', ‘BTC Gain' nor ‘BTC € Gain' are indicative or predictive of the trading price of the Company's securities.

As noted above, these KPIs are narrow in their purpose and are used by the Company to assist it in assessing the use of the equity capital, as it pertains to its bitcoin holdings only.

The Company's ability to achieve positive ‘BTC Yield', ‘BTC Gain', or ‘BTC € Gain' may depend on a variety of factors, including its ability to generate profits in excess of its fixed charges and other expenses, as well as factors outside of its control, such as the price of bitcoin, and the availability of financing on favorable terms. Past performance is not indicative of future results.

The presentation of these KPIs does not imply any intention to pay dividends on its common shares in the future. Holding the Company's common shares does not equate to direct ownership of the Bitcoin held by the Company. Investors should rely on the financial statements and other disclosures by the Company. These KPIs are only intended as supplemental metrics for those who understand their purpose and limitations, not as replacements for traditional financial analysis.

Risk factors

The Company reminds that the risk factors related to the Company and to its business are detailed in its 2025 half year financial report, available for free on the Company's website (https://www.cptlb.com). The realization of all or part of these risks could negatively impact the Company's operations, financial position, results, development, or outlook.

* * *

About Capital B (ALCPB)
Capital B is a Bitcoin Treasury Company listed
on Euronext Growth Paris, specialized in Data Intelligence,
AI, and Decentralized Tech consulting and development, and corporate treasury.
EURONEXT Growth Paris
Ticker: ALCPB
ISIN: FR0011053636
Reuters: ALCPB.PA
Bloomberg: ALCPB.FP

Contact:

communication@theblockchain-group.com

Contacts - Actus Finance & Communication
Investor relations
Mathieu Calleux
tbg@actus.fr
Press relations
Anne-Charlotte Dudicourt
acdudicourt@actus.fr - +33 6 24 03 26 52
Céline Bruggeman
cbruggeman@actus.fr - +33 6 87 52 71 99
Capital B press releases are available on:
Financial information – Capital B
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