David F. Bailey - 21 Aug 2026 Form 4 Insider Report for Nakamoto Inc. (NAKA)

Reporting relationship: Chief Executive Officer, Director, 10%+ Owner
Issuer ticker: NAKA
Reported as of: 21 Aug 2026
Net transaction value: $0
SEC form: 4
Accepted by SEC: 25 Aug 2026, 17:46:26 UTC
Prior SEC filing: 21 Aug 2026
Source filing: View source filing
Reporting owner signature: /s/ Kyle Simon, as attorney-in-fact

Key filing fact

David F. Bailey filed Form 4 for Nakamoto Inc. (NAKA) on 25 Aug 2026.

Key facts

This page summarizes David F. Bailey's Form 4 filing for Nakamoto Inc. (NAKA).
4 reported transactions and 1 derivative row are listed below.
Accepted by SEC: 25 Aug 2026, 17:46.

Change

Previous filing in this sequence was filed on 21 Aug 2026.
Current net transaction value: $0.

Research use

This tells you what this filing adds before you inspect full transaction and derivative tables.
You can trace every row back to the original SEC filing document.

Evidence

Filed on Form 4

Ownership activity is grounded in SEC Form 4 disclosures.

View source filing

Reporting Owners (1)

CIK 0001843661 Primary reporting owner

Bailey David F

Relationship: Chief Executive Officer, Director, 10%+ Owner
Address: 300 10TH AVE SOUTH, NASHVILLE
Signature: /s/ Kyle Simon, as attorney-in-fact
Signature date: 25 Aug 2026

Reported non-derivative transactions

Shares, units, or other non-derivative securities reported in this filing.

NAKA transaction

Common Stock

Other

Transaction value
Shares: -3,744
Change %: -0.12%
Price: $0.000000^*
Shares after: 3,181,502
Date: 21 Aug 2026
Ownership: Direct
Footnotes: F1

NAKA transaction

Common Stock

Other

Transaction value
Shares: +3
Change %: +0%
Price: $0.000000^*
Shares after: 3,181,505
Date: 21 Aug 2026
Ownership: Direct
Footnotes: F2

NAKA transaction

Common Stock

Award

Transaction value
Shares: +70,821
Change %: +2.2%
Price: $0.000000^*
Shares after: 3,252,326
Date: 21 Aug 2026
Ownership: Direct
Footnotes: F3

NAKA holding

Common Stock

No transaction description listed

Transaction value
Shares
Change %
Price
Shares after: 32,134
Date: 21 Aug 2026
Ownership: By Spouse

Reported derivative securities

Options, warrants, convertible securities, or similar derivative positions disclosed in the filing.

NAKA transaction Derivative

Employee Stock Option (right to buy)

Award

Transaction value
Shares: +62,500
Change %
Price: $0.000000^*
Shares after: 62,500
Date: 21 Aug 2026
Ownership: Direct
Underlying class: Common Stock
Underlying amount: 62,500
Exercise price: $7.06
Footnotes: F4

^* marks a reported price that did not pass the local price check.

Additional SEC filing notes

Filing notes and footnotes

Explanation of responses 4 footnotes

Footnote F1

Reflects the forfeiture and cancellation of 3,744 shares of Common Stock of Nakamoto Inc. (the "Issuer"), par value $0.001 ("Common Stock"), for no consideration pursuant to that certain Agreement and Plan of Merger, dated as of February 16, 2026, by and among the Issuer, BTC Merger Sub, Inc., a Delaware corporation and wholly-owned subsidiary of the Issuer, BTC Inc., a Delaware corporation, and the stockholder representative party thereto.

Footnote F2

Reflects the issuance of three shares of Common Stock received by the reporting person pursuant to that certain Agreement and Plan of Merger, dated as of February 16, 2026, by and among the Issuer, UTXO GP Merger Sub, LLC, a Tennessee limited liability company and a wholly-owned subsidiary of the Issuer, UTXO Management GP, LLC, a Tennessee limited liability company, the reporting person, in his individual capacity, Tyler Evans, in his individual capacity, and the equityholder representative party thereto.

Footnote F3

Reflects restricted stock units ("RSUs") that shall time-vest over a 2-year period commencing on August 14, 2026, with no vesting during the first 12 months (the "RSU Cliff Period"), and thereafter, twenty-five percent (25%) of the RSUs shall vest upon completion of the RSU Cliff Period, with the remaining seventy-five percent (75%) vesting in equal quarterly installments over the following 12 months, subject to the RSU award agreement and the reporting person's continued service to the Issuer through each applicable vesting date.

Footnote F4

This non-qualified stock option (the "Option") vests over a 4-year period commencing August 14, 2025, with no vesting during the first 12 months (the "Option Cliff Period"), and thereafter, twenty-five percent (25%) of the shares of Common Stock subject to the Option shall vest upon completion of the Option Cliff Period, with the remaining seventy-five percent (75%) of the shares of Common Stock subject to the Option vesting in equal quarterly installments over the following 36 months, subject to the Option award agreement and the reporting person's continued engagement with the Issuer through each applicable vesting date. No portion of the Option was outstanding or exercisable prior to the date of grant, August 21, 2026; the portion vested as of that date by operation of the vesting schedule, representing 15,625 shares of Common Stock, became exercisable on the date of grant.