Nakamoto corrects CEO Bailey’s share ownership balance

The amendment also corrects subsequent Form 4 ownership balances filed through October 15, 2026, which understated beneficial ownership by 751,879 shares.

This filing corrects an earlier one, and you can read the original Form 4 if you want to see what changed.

Rhea-AI Filing Summary

Nakamoto Inc. Chief Executive Officer David F. Bailey’s Form 4/A corrects the reported beneficial-ownership balance following the February 20, 2026 transaction to 120,113,079 common shares. The transaction row continues to report an acquisition of 108,200,628 shares; the amendment says the transaction information is otherwise unchanged and reports no new grant or transaction. The correction includes 751,879 shares underlying restricted stock units granted September 22, 2025. Amounts are on a pre-reverse-split basis. Forms 4 filed through October 15, 2026, understated beneficial ownership following each reported transaction by 751,879 shares.

Insider Trade Summary

Grant/Award: 108,200,628 shares

Grant/Award 1 txn

Insider Bailey David F

Role Chief Executive Officer

Type	Security	Shares	Price	Value
Grant/Award	Common Stock F1	108,200,628	$0.00	$0.00

Holdings After Transaction: Common Stock — 120,113,079 shares (Direct)

Footnotes (1)

1. F1. This Form 4/A amends the Reporting Person's Form 4 filed on February 24, 2026 to correct the amount reported in Table I, Column 5, which inadvertently omitted 751,879 shares underlying restricted stock units granted September 22, 2025 and reported on the September 24, 2025 Form 4. The corrected balance following the February 20, 2026 transaction is 120,113,079, including those restricted stock units. The transaction information is otherwise unchanged, no new grant or transaction is reported. All amounts are on a pre-reverse-split basis. Subsequent Forms 4 filed by the Reporting Person through the date of this amendment should be read to incorporate this correction in the context of the transactions reported. Accordingly, Forms 4 filed from February 24, 2026 through October 15, 2026 understated beneficial ownership following each reported transaction in Table I, Column 5 by 751,879 shares of common stock.

Key Figures

Shares acquired in reported transaction: 108,200,628 common shares Corrected beneficial ownership following transaction: 120,113,079 common shares Previously omitted restricted stock unit shares: 751,879 shares

3 metrics

Shares acquired in reported transaction 108,200,628 common shares February 20, 2026; transaction information otherwise unchanged

Corrected beneficial ownership following transaction 120,113,079 common shares Following the February 20, 2026 transaction; includes restricted stock units

Previously omitted restricted stock unit shares 751,879 shares Granted September 22, 2025

Key Terms

restricted stock units, beneficial ownership, pre-reverse-split basis

3 terms

restricted stock units financial

"shares underlying restricted stock units granted September 22, 2025"

Restricted stock units are a type of company reward where employees are promised shares of stock, but they only fully own these shares after meeting certain conditions, like staying with the company for a set time. They matter because they can become valuable assets and are often used to motivate employees to help the company succeed.

beneficial ownership financial

"understated beneficial ownership following each reported transaction"

Beneficial ownership means the person or entity that actually enjoys the benefits of owning shares or other assets — such as receiving dividends, voting rights, or price gains — even if the legal title is held in another name. For investors it matters because knowing who truly controls and profits from a company reveals who can influence decisions, exposes potential conflicts of interest or hidden concentration of power, and affects transparency and risk in the stock.

pre-reverse-split basis technical

"All amounts are on a pre-reverse-split basis"

FAQ

AI-generated questions and answers. How Rhea-AI works. Not financial advice.

What did NAKA’s Form 4/A correct?

It corrected the reported beneficial-ownership balance after the February 20, 2026 transaction to 120,113,079 common shares by including 751,879 shares underlying restricted stock units granted September 22, 2025. The amendment states that the transaction information was otherwise unchanged and that no new grant or transaction was reported.

Which later NAKA Form 4 filings were affected by the correction?

David F. Bailey’s Forms 4 filed from February 24, 2026 through October 15, 2026, understated beneficial ownership following each reported transaction in Table I, Column 5 by 751,879 shares of common stock. The amendment says those subsequent Forms 4 should be read to incorporate the correction.

AI-generated analysis. How Rhea-AI works. Not financial advice.

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Available on EDGAR 10/15/2026 - 04:05 PM EDT Accepted by SEC EDGAR 10/15/2026 - 04:05 PM EDT Learn about SEC filing dates

SEC Form 4

FORM 4

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

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

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

OMB APPROVAL

OMB Number:			3235-0287
Estimated average burden
hours per response:			0.5

Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.

1. Name and Address of Reporting Person^*

Bailey David F

(Last) (First) (Middle)

300 10TH AVE SOUTH

(Street)

NASHVILLE TENNESSEE 37203

(City) (State) (Zip)

UNITED STATES

(Country)

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

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

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

2a. Foreign Trading Symbol

3. Date of Earliest Transaction (Month/Day/Year)
02/20/2026

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

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

4. If Amendment, Date of Original Filed (Month/Day/Year)
02/24/2026

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
			Code	V	Amount	(A) or (D)	Price
Common Stock	02/20/2026		A		108,200,628	A	$0.00	120,113,079(1)	D

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares

Explanation of Responses:

1. This Form 4/A amends the Reporting Person's Form 4 filed on February 24, 2026 to correct the amount reported in Table I, Column 5, which inadvertently omitted 751,879 shares underlying restricted stock units granted September 22, 2025 and reported on the September 24, 2025 Form 4. The corrected balance following the February 20, 2026 transaction is 120,113,079, including those restricted stock units. The transaction information is otherwise unchanged, no new grant or transaction is reported. All amounts are on a pre-reverse-split basis. Subsequent Forms 4 filed by the Reporting Person through the date of this amendment should be read to incorporate this correction in the context of the transactions reported. Accordingly, Forms 4 filed from February 24, 2026 through October 15, 2026 understated beneficial ownership following each reported transaction in Table I, Column 5 by 751,879 shares of common stock.

	/s/ Kyle Simon, as attorney-in-fact	10/15/2026
	** 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 4 (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.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.
* Form 4: SEC 1474 (03-26)