Birchtech Corp.

Item 3.03 Material Modification to Rights of Security Holders. To the extent required by Item 3.03 of Form 8-K, the information contained in Item 5.03 of this Current Report on Form 8-K is incorporated herein by reference.

Item 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year. At the 2026 Annual Meeting of Stockholders (the “2026 Annual Meeting”) of Birchtech Corp. (the “Company”), held on July 23, 2026, the stockholders of the Company approved an amendment to the Company’s certificate of incorporation (the “Certificate of Incorporation”) to decrease the number of authorized shares of the Company’s common stock from 150,000,000 shares to 50,000,000 shares, as described in the Company’s proxy statement for the 2026 Annual Meeting filed with the Securities and Exchange Commission on June 24, 2026 (the “Charter Amendment”). The Charter Amendment was previously approved by the Company’s Board of Directors on June 4, 2026. No change to the authorized number of shares of preferred stock was proposed. On July 27, 2026, the Company filed a certificate of amendment to the Company’s Certificate of Incorporation (the “Certificate of Amendment”) with the Secretary of State of the State of Delaware to effect the Charter Amendment. The foregoing description of the Charter Amendment is qualified in its entirety by reference to the full text of the Certificate of Amendment, which is filed as Exhibit 3.1 hereto and incorporated herein by reference.

Item 5.07 Submission of Matters to a Vote of Security Holders. As referenced in Item 5.03 of this Current Report on Form 8-K, the 2026 Annual Meeting was held on July 23, 2026. The final results for each of the matters submitted to a vote of stockholders at the 2026 Annual Meeting are as follows: Proposal 1: The four nominees for election to the Board of Directors were elected to serve as directors of the Company until their successors are elected and qualified or the earlier of their resignation or removal, by the votes set forth in the table below: Name For Withheld Broker Non-Votes ───────────────────────────────────────────────────────────────────────────────────────────────────────────────── Richard MacPherson 10,249,226 827,493 7,415,816 David M. Kaye 9,122,382 1,954,337 7,415,816 Troy Grant 9,114,871 1,961,848 7,415,816 Mitzi H. Coogler 9,738,927 1,337,792 7,415,816 Proposal 2: The Company’s stockholders approved the ratification of the appointment of Rosenberg Rich Baker Berman, P.A. as the Company’s independent registered public accounting firm for the year ending December 31, 2026, by the votes set forth in the table below: For Against Abstained Broker Non-Votes ──────────────────────────────────────────────────────────────── 18,265,582 133,347 93,606 - Proposal 3: The Company’s stockholders approved, on an advisory non-binding basis, the compensation paid of the named executive officers, by the votes set forth in the table below: For Against Abstained Broker Non-Votes ──────────────────────────────────────────────────────────────── 10,386,147 507,413 183,159 7,415,816 Proposal 4: The Company’s stockholders approved a proposal to amend the Company’s certificate of incorporation to decrease the number of authorized shares of the Company’s common stock from 150,000,000 shares to 50,000,000 shares, by the votes set forth in the table below: For Against Abstained Broker Non-Votes ──────────────────────────────────────────────────────────────── 18,233,588 204,687 54,260 -