Major Nakamoto (NAKA) holder discloses 109,959,346 common shares

Rhea-AI Filing Summary

Nakamoto Inc. disclosed that investor Bailey Calli Sullivan is a beneficial owner of more than ten percent of the company’s stock. The Form 3 filing reports direct ownership of 109,959,346 shares of common stock as of February 20, 2026, establishing this large existing position.

SEC Form 3

FORM 3

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

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1. Name and Address of Reporting Person^*

Bailey Calli Sullivan

(Last) (First) (Middle)

6339 CHARLOTTE PIKE UNIT #B321

(Street)

NASHVILLE TN 37203

(City) (State) (Zip)

2. Date of Event Requiring Statement (Month/Day/Year)
02/20/2026

3. Issuer Name and Ticker or Trading Symbol
Nakamoto Inc. [ NAKA ]

4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

	Director	X	10% Owner
	Officer (give title below)		Other (specify below)

5. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Beneficially Owned
1. Title of Security (Instr. 4)	2. Amount of Securities Beneficially Owned (Instr. 4)	3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	4. Nature of Indirect Beneficial Ownership (Instr. 5)
Common Stock	109,959,346	D

Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 4)	2. Date Exercisable and Expiration Date (Month/Day/Year)		3. Title and Amount of Securities Underlying Derivative Security (Instr. 4)		4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
	Date Exercisable	Expiration Date	Title	Amount or Number of Shares

Explanation of Responses:

	/s/ Kelsi Arrinel Long, as attorney-in-fact	02/26/2026
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 5 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
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FAQ

What does the Nakamoto (NAKA) Form 3 filed by Bailey Calli Sullivan show?

The Form 3 shows that Bailey Calli Sullivan is a more-than-10% beneficial owner of Nakamoto Inc., directly holding 109,959,346 shares of common stock as of February 20, 2026, formally disclosing this significant ownership stake.

How many Nakamoto (NAKA) shares does Bailey Calli Sullivan report owning?

Bailey Calli Sullivan reports direct beneficial ownership of 109,959,346 shares of Nakamoto Inc. common stock. This share count is reported as the total held following the reported position, reflecting a large stake in the company.

Is Bailey Calli Sullivan an officer or director of Nakamoto (NAKA) in the Form 3?

According to the Form 3, Bailey Calli Sullivan is not listed as a director or officer of Nakamoto Inc. The filing identifies Sullivan solely as a more-than-10% beneficial owner of the company’s common stock, with no officer title reported.

What type of security is reported in the Nakamoto (NAKA) Form 3 filing?

The filing reports ownership of Nakamoto Inc. Common Stock. Bailey Calli Sullivan’s Form 3 indicates direct beneficial ownership of 109,959,346 common shares, establishing this class of security as the basis of the disclosed more-than-10% ownership position.

Does the Nakamoto (NAKA) Form 3 indicate any recent insider buying or selling?

The Form 3 functions as an initial statement of beneficial ownership and does not detail specific buy or sell transactions. It primarily reports that Bailey Calli Sullivan directly owns 109,959,346 Nakamoto Inc. common shares as of February 20, 2026.